Terms and Conditions

1. General provisions

1.1 Terms and Conditions
These Terms and Conditions apply to the legal relationship between you and iLedgends for the provision of Services by iLedgends. The Terms and Conditions govern, among other things, your application for the provision of Services by iLedgends (the phase when no Agreement has yet been formed) and the phase following written confirmation of acceptance by iLedgends (the phase when an Agreement has become effective). The Terms and Conditions additionally provide rules for terminating your Agreement with iLedgends.

1.2 Other general conditions
Other general conditions such as your general conditions or third party’s general conditions, are not applicable to the (legal) relationship between you and iLedgends, unless otherwise agreed in writing.

2. Definitions and Interpretations

2.1 Definitions
In these Terms and Conditions the following capitalised words shall have the following meaning:

Agreement means the agreement between you and iLedgends, comprising the merchant agreement, the Terms and Conditions, including the specific conditions to the Payment Methods.
Applicable Data Protection Law: the General Data Protection Regulation (GDPR; Regulation (EU) 2016/679), any local law of EU member states implementing the GDPR, or any other (local) law(s), or (local) regulations, policies, instructions, or recommendations of any competent supervisory authority applicable to the processing of personal data in connection with the performance of the Agreement, including any amendments, replacements, updates, or later versions of these laws and regulations.
Bank Account means the bank account in your name that you maintain at iLedgends.
Customer means your customer.
Customer Data means all personal data which is provided to iLedgends (or any processor engaged by iLedgends to process such personal data) by you in connection with the Agreement.
Merchant Account means your account with iLedgends for the settling of Transactions.
Merchant Agreement means the agreement with iLedgends, to which the Terms and Conditions apply, that you have signed electronically or on hard copy for the provision of Services plus any additional written agreements.
Multi-currency multi currency account allows you to make and receive payments in foreign currencies.
Party means you or iLedgends and Parties means you and iLedgends collectively, and in respect of applicable articles Modulr should also be deemed a Party and to be deemed to fall within the scope of Parties.
Payment Data means all data specified on or linked to a Payment Instrument, including the Customer Data.
Payment Method means a method used by a Customer to pay, such as a SWIFT, SEPA, Direct SEPA or any other methods which is offered and approved by iLedgends.
Recall a reversal request for a wire transfer
Refund means a repayment by or on behalf of you made to a Customer in relation to a Transaction.
Regulations means the regulations and instructions issued by a regulator.
Services means the activities performed by iLedgends for authorising, clearing and settling your Transactions, including any additional services that iLegends may have agreed with you in your Merchant Agreement.
SEPA SEPA (Single Euro Payments Area) is a payment-integration initiative of the European Union for simplification of bank transfers denominated in euro.
SWIFT The Society for Worldwide Interbank Financial Telecommunication (SWIFT), legally S.W.I.F.T.
Terms and Conditions means these terms and conditions of iLedgends.
Transaction means the payment transaction between you and the Customer in connection with an agreement for the supply of goods and/ or services by you to the Customer.
Transaction Data means all details related to the Transaction including the value of the Transaction
Transaction Service Fee means the fee that you have to pay to iLedgends for processing Transactions.

3. Formation Agreement

3.1 Client acceptance process
3.1.1 The Merchant Agreement mentions the Payment Method(s) and Services that you apply for. iLedgends decides which of the Payment Methods or Services it shall offer to you because iLedgends (i) has to take into account its risk and acceptance policy and (ii) is bound by statutory rules for client acceptance.

3.1.2 In order to fulfil the client acceptance process, iLedgends relies on the data specified in the Merchant Agreement and other (public) data available to iLedgends.

3.2 Written Acceptance
3.2.1 Upon you signing (physically or by electronic signature) the Merchant Agreement, the Agreement is not yet final. This is only the case when iLedgends allows you to use one or more Payment Methods or Services, which will be confirmed to you in writing.

4. Services

4.1 iLedgends and Partners
4.1.1 iLedgends provides the Services to you. iLedgends may also make use of other suppliers in order to provide the Services to you.

4.1.2 Modulr is a Dutch licensed and regulated financial entity and sponsors iLedgends to provide services to you in relation to payments. This means that Modulr is responsible for the services that they are allowed to offer under the licence which they hold and that are performed by iLedgends under the agreement. Therefore, your obligations under the agreement are also towards Modulr in relation to the provision of the payment services.

4.2 Website
4.2.1 You may only use the Services for the website(s) specified in the merchant agreement, or any other document or system accepted by iLedgends. Any use of the Services for any other website(s) requires the prior written approval of iLedgends. iLedgends can withhold its approval on the basis of its risk and acceptance policy or to otherwise protect itself from any actual or potential risk. iLedgends may decide to withdraw its approval for the use of the Services for a website at a later stage where circumstances change, such as the introduction of another product range.

4.3 Payment Methods and Services
4.3.2 Some Payment Methods offered by iLedgends require that you also conclude an agreement with the relevant Electronic Money Institution yourself.

4.3.3 At any time during the Agreement, you may (i) indicate that you no longer would like to use one or more Payment Methods or Services or (ii) apply for one or more additional Payment Methods or Services. For the use of additional Payment Methods or Services, iLedgends shall decide whether or not to allow such use, and inform you in writing.

4.3.4 A partner may decide (i) that you are not or no longer eligible to use a specific Payment Method or (ii) to cease offering a specific Payment Method. iLedgends acts only as an intermediary for you with the partners and is therefore neither responsible nor liable to you for such decisions.

4.3.5 iLedgends may (i) also decide to cease offering a specific Payment Method or Service and/or (ii) cease or restrict your use of a Payment Method or Service if it believes there are good faith reasons for doing so, for instance in the event of suspected fraud, or if iLedgends is required to do so under any national and international law and regulations, Regulations or other conditions that apply to iLedgends and their partners. In these cases, iLedgends shall notify you accordingly, and if possible, state the reasons.

4.4 Availability
4.4.1 iLedgends shall use its reasonable efforts to ensure that the Services are available to you. As the availability of the Services is also dependent on other parties, iLedgends cannot guarantee full availability of the Services.

4.5 Your general obligations
4.5.1 When entering into and during the term of the Agreement you must always provide iLedgends with full and accurate details (including information about the ultimate beneficiary owner(s) of your enterprise).

4.5.2 You must promptly notify any changes in the data specified in the Merchant Agreement to iLedgends. You shall do so in writing or by any other means accepted by iLedgends. You must also provide all information requested by iLedgends from time to time. iLedgends’ right to request information includes for instance financial information (such as financial statements, annual management accounts and tax forms) and other information about your business (such as bank references). iLedgends may use this information in determining whether additional agreements or amendments to the Agreement are necessary, for instance where there has been or may be a change in your financial status.

4.6.3 You must hold all permits and authorisations you are required to have by national and international law and regulations to the conduct of your business and its related activities. The fact that iLedgends provides services to you does not imply that all of your required permits and authorisations are in place and/or that iLedgends has verified such.

4.5.4 In the conduct of your business and the performance of your obligations under the Agreement, you must comply with applicable national and international law and regulations, the Agreement, Regulations, instructions of national and international authorities (including supervising authorities) and any reasonable instructions given by iLedgends. It is your responsibility to acquaint yourself with all of your obligations under the Regulations and applicable law and regulations. iLedgends is under no obligation to notify you of any changes that may arise in relation to any Regulation and/or any applicable law or regulations.

5. Technical connection and Security

5.1 Connection
5.1.1 You may integrate your access to the Gateway with your own Merchant systems. iLedgends is not responsible for having your Merchant Systems connecting with and/or operating in conjunction with the Gateway. You are responsible for such integration and the related costs.

5.1.2 You agree that the Gateway may be modified at any time by iLedgends.

5.2 Security
5.2.1 You shall ensure that the connections between your systems and the iLedgends systems are secure. You shall only have access to the iLedgends Systems in a secure internet environment.

5.2.2 You shall ensure that the Systems use sufficient security features and you must implement sufficient security measures.

5.2.3 The costs of the security features and security measures shall be your own financial responsibility. You shall act in compliance with our security instructions.

5.2.4 You warrant that you shall regularly check all software and electronic files for viruses, using the most recent version of a reputable anti-virus programme and the most recent virus database.

5.2.5 You shall handle the security features with care and keep these confidential.

5.2.6 You shall immediately notify iLedgends if you or one of your employees (or other people working for you) becomes aware or suspects that any of the security features are compromised. In addition, you are required to change the security features immediately should a compromise arise.

5.3 Means of authentication
5.3.1 You are at all times personally responsible and liable for the use of the means of authentication provided or allocated to you for access to and use of the iLedgends Systems, such as passwords or authentication codes.

5.3.2 iLedgends may trust that any user identifying himself or herself as a specific person via means of authentication is indeed the person he or she professes to be and that he or she is authorised to represent you. You shall be bound by any messages that are sent to iLedgends using the means of authentication provided or allocated to you by iLedgends.

5.3.3 You shall promptly notify iLedgends if you become aware or have reason to suspect that unauthorised persons have obtained access to the means of authentication to use the iLedgends systems or that these means of authentication have been abused in any other way. In addition, you shall immediately take effective steps yourself to address such unauthorised access or abuse.

6. Transactions

6.1 Permitted transactions
6.1.1 You may only use a Payment Method for the payment of goods and/or services provided by yourself and that are agreed upon with iLedgends, as specified in the Merchant Agreement, or any other document or system accepted by iLedgends. Using Payment Methods for other goods and/or services, requires the written approval of iLedgends. You are not permitted to use a Payment Method for the payment of goods and/ or services provided by another person.

6.1.2 You may not offer any goods and/or services and Transactions that are contrary to national and international law and regulations, the Regulations, public morality and/or public order and/or that may damage the reputation of iLedgends.

7. Processing Transactions

7.1 Acceptance an non-acceptance
7.1.1 You are not allowed to accept a payment using a Payment Instrument if you suspect unauthorised use of the Payment Instrument. You have a duty to investigate any suspicious activities relating to a Payment Instrument in accordance with AML/CTF regulations.

7.2 Submitting transaction data
7.2.1 You must submit Transaction Data to iLedgends for each Transaction that you submit to iLedgends. You guarantee that all submitted Transaction Data is accurate and complete. You also guarantee that the Transaction has been completed in accordance with the conditions of the Agreement and the applicable Regulations.

7.3 Retaining Transaction Data
7.3.1 You must at all times be able to offer proof that the Customer has approved a Transaction. To this end you are to retain the originals and/or copies of the Transaction Data.

7.3.2 When asked by iLedgends, you shall produce evidence of any Transaction disputed by a Customer. If you had not yet received the amount in relation to the applicable Transaction, iLedgends shall not be required to pay out such amount to you.

7.4 Additional requirements
7.4.1 iLedgends may on stipulate additional requirements for the Transactions that you can submit to iLedgends under this Agreement. An example is setting a limit on Transactions (minimum and maximum amounts, but also the number of Transactions per unit of time). iLedgends may implement and/or amend these requirements upon notice to you. If urgent circumstances demand immediate implementation, iLedgends may implement and/or amend such requirements prior to notification to you.

8. Recalls

8.1. Introduction
8.1.1 These Terms and Conditions govern the process of initiating and executing wire payment recalls (“Recall”) by iLedgends (“Company”) for transactions involving wire transfers made by our customers (“Customers”). By utilizing our Recall service, Customers agree to abide by the following terms and conditions.

8.2. Eligibility for Recall
8.2.1 Only authorized representatives of the Customer who initiated the original wire transfer are eligible to request a Recall.

8.2.2 The Customer must provide sufficient evidence and documentation to support the Recall request, including but not limited to transaction details, beneficiary information, and any other relevant evidence as required by the Company.

8.2.3 The Company reserves the right to assess each Recall request on a case-by-case basis and may deny the request if the provided evidence is insufficient or if the Customer fails to meet the eligibility criteria.

8.3. Recall Process
8.3.1 To initiate a Recall, the Customer must notify the Company’s designated department within a specified timeframe after the wire transfer has been executed.

8.3.2 The Company will use its best efforts to process Recall requests promptly; however, the success of the Recall depends on various factors, including but not limited to the speed of communication with correspondent banks and the receiving institution.

8.3.3 The Customer acknowledges that the Company cannot guarantee a successful Recall and will not be liable for any losses or damages resulting from an unsuccessful Recall.

8.4. Fees and Charges
8.4.1 The Customer shall bear all costs associated with the Recall process, including but not limited to fees charged by correspondent banks or any other intermediaries involved in the Recall.

8.4.2 The Company may charge a processing fee for handling Recall requests, the amount of which shall be communicated to the Customer at the time of initiating the Recall.

8.5. Customer Responsibilities
8.5.1 The Customer shall promptly provide all necessary information and documentation required to process the Recall.

8.5.2 The Customer acknowledges that the Company relies on the accuracy and completeness of the information provided for processing the Recall and shall not be responsible for any delays or errors caused by inaccurate or incomplete information.

8.5.3 The Customer shall indemnify and hold the Company harmless from any claims, losses, or damages arising from providing incorrect or misleading information related to the Recall.

8.6. Limitation of Liability
8.6.1 The Company shall not be liable for any losses or damages, whether direct, indirect, incidental, or consequential, arising from or related to the Recall, including but not limited to loss of funds, business interruptions, or reputational damage.

8.6.2 The Company’s liability, if any, shall be limited to the amount of the original wire transfer subject to the Recall.

8.7. Amendments to Terms and Conditions
8.7.1 The Company reserves the right to modify or update these Terms and Conditions at any time without prior notice.

9. Financial Arrangements

9.1 Fees
9.1.1 You shall be liable to iLedgends for all the fees for all the Services provided to you. The fees and payment conditions for the Services provided to you by iLedgends are set out in the Merchant Agreement, as agreed by iLedgends in writing.

9.1.2 iLedgends is entitled to revise its fees at all times. iLedgends shall notify you of revisions at least 30 days before they come into effect. If a change in a fee is detrimental to you, you may terminate the Agreement by notice in writing to iLedfends within 30 days after the notification. If you have not terminated the Agreement within such period, you will be deemed to have accepted the revision. iLedgends is entitled to revise its fees with retroactive effect for a period of 12 months. iLedgends may only invoke this right to revise the fees if the turnover, as a total or at a per Payment Method level, deviates at least 10% during any period of 3 months from what was expected (as indicated by you in the Merchant Agreement, or any other document or system accepted by iLedgends)

9.2 Your payment obligations
9.2.1 Under the Agreement, you are obliged to pay iLedgends, among other things, the following amounts:

9.2.2 The fees relating to Services.

9.2.3 All amounts which you owe to iLedgends due to fines or charges that have been imposed on iLedgends and/or amounts that have been claimed by iLedgends by way of compensation because you have acted in breach with the Agreement.

9.2.4 The reasonable costs which iLedgends incurs in managing the Merchant Account.

9.2.5 Any other costs as mentioned in the Agreement.

9.3 Collateral
9.3.1 Upon request of iLedgends, you are obliged to provide additional collateral for your obligations under the Agreement. The additional collateral may also relate to any future amounts you may owe (for instance fines, adjustments and liability for damage). iLedgends shall decide about the form of the collateral, such as a parent guarantee. iLedgends shall also decide the amount of the collateral for example based on your risk profile.

9.3.2 If, when concluding the formation of the Agreement, iLedgends stipulates collateral, iLedgends shall only be obliged to provide Services after it has actually received this collateral.

9.3.3 iLedgends can also hold a reserve. The reserve can be a fixed amount, but can also vary depending on the total of Transactions processed for you. Any credit, or other amount payable by iLedgends to you under the Agreement, may be used by iLedgends to establish and maintain a Reserve.

9.3.4 The Balance shall be blocked for the amount of the reserve. The balance less the reserve is the available balance. If at any time the balance drops below the amount of the reserve, you are obliged to top back up immediately to at least the amount of the reserve

10. Suspension by iLedgends

10.1 Suspension
10.1.1 iLedgends may suspend payments, the processing of Transactions, its Services and/or its obligations, wholly or in part, with immediate effect if:

10.1.2 Your assets held by iLedgends are seized in pre-judgment attachment or attachment in execution;

10.1.3 You or a Customer have been involved or iLedgends suspects your involvement in fraudulent acts or in any other way of acting in contravention of law and regulations and/or the regulations;

10.1.4 iLedgends knows that you have failed or suspects that you may have failed to comply with one or more of your obligations under the agreement, for example in case of Recalls;

10.1.5 iLedgends believes this is necessary in order to ensure the security and integrity of iLedgends systems or iLedgends’ reputation;

10.1.6 iLedgends believes there are other good faith reasons to do so, such as unauthorised use of means of authentication or instructions of a regulator and/or other authorities to suspension;

10.1.7 The level of Recalls is excessive;

10.1.8 Any transaction is or may be subject to fraudulent or other unlawful activity; and/or

10.1.9 iLedgends shall notify you as soon as possible after any of these instances occur, stating the reasons (if possible). iLedgends may make the ending of the suspension subject to conditions. iLedgends shall not be obliged to pay any compensation for any suspension by iLedgends under the agreement.

11. The Agreement

11.1 Duration and termination
11.1.1 Unless otherwise stipulated in the merchant agreement, the agreement is concluded for an indefinite period of time. You or iLedgends can terminate the agreement by giving 30 days prior written notice to the other Party.

11.2 Termination in special cases
11.2.1 Either you or iLedgends may at all times terminate the agreement by written notice if:

11.2.2 The other party fails to perform one or more material obligations under the agreement despite a notice of default with a 30 days cure-period. If the default is not curable, a notice of default is not necessary;

11.2.3 The other party is declared bankrupt, is granted moratorium or if comparable insolvency proceedings are applicable to the other party;

11.2.4 It has reasonable grounds to assume that the other party may be declared bankrupt, may be granted moratorium or insolvency proceedings may become applicable to the other party.

11.2.5 Additionally, iLedgends may at all times terminate the agreement by written notice if:

11.2.6 You do not comply with instructions received from iLedgends in connection to the performance of your obligations under the agreement, including instructions about (sensitive) payment data;

11.2.7 Circumstances occur that in iLedgends (and/or partners of iLedgends) opinion may increase the risk of recalls or may present a financial, reputational, or security risk for iLedgends for any other reasons;

11.2.8 You have during a period of 30 days a negative Balance in your merchant account or the amount of the reserve is not met;

11.2.9 This is demanded of iLedgends (and/or partner of iLedgends) under the Regulations, by a (supervisory) authority, such as the Dutch Central Bank;

11.2.10 If you do not use the services for a period of at least 3 months; and/or

11.2.11 There is another material reason of such nature that iLedgends can no longer reasonably be required to continue the Agreement.

11.3 Effects of termination end of the agreement
11.3.1 In order to terminate the agreement, you must send a notification via regular mail to iLedgends’ address or via e-mail to the e-mail address dedicated for this purpose as designated by iLedgends. iLedgends will confirm receipt of such notification within 3 business days upon receipt thereof.

11.3.2 If you would like to terminate the agreement, the agreement ends 30 days after iLedgends confirms receipt of your notification of termination.

11.3.3 If iLedgends would like to terminate the agreement, the agreement ends 30 days after written notice is given.

11.4 Effects end of the Agreement
11.4.1 As soon as the agreement ends, you shall cease doing everything you are allowed to do under the agreement.

11.4.2 After termination of the agreement, the mutual obligations that exist at the time of termination continue in force. specifically, recalls, fees, claims, fines and collateral. Confidentiality in storing data shall continue in effect.

11.4.3 iLedgends shall not be obliged to pay any compensation for any damage that arises because iLedgends has validly terminated the agreement.

11.4.4 Access to transaction data after the end of the agreement shall be provided by iLedgends at your request.

11.4.5 The following applies to the reserve and any other collateral granted by you:

11.4.6 After termination of the agreement, the reserve and other collateral shall remain at the disposal of iLedgends until all of your liabilities have been discharged under the agreement and there is no risk that, for instance because of Recalls, you will have any payment obligations towards iLedgends.

11.4.7 Release of the reserve and other collateral shall in no event be earlier than 60 days after the ending of the agreement.

11.4.8 iLedgends may at its discretion release a part of the reserve and/or other collateral, for example in circumstances where your existing and future liabilities under the Agreement have significantly decreased or if you have provided sufficient replacing collateral.

11.4.9 If, at any time, the reserve or other collateral appears to be insufficient to fulfil your payment obligations, you are obliged to pay the difference, plus any associated costs made by iLedgends, immediately to iLedgends.

11.4.10 As soon as there is no risk that you will have any payment obligation towards iLedgends, for example because of a Recall, and all of your liabilities have been discharged under the Agreement, iLedgends will release the amount of the Reserve and other collateral available as soon as possible.

11.4.11 After termination of the agreement, iLedgends shall be entitled to communicate the termination and the reasons thereto to the police, supervisory authorities or any other law enforcement or investigating body.

11.5 Assignments of rights and obligations
11.5.1 You are not allowed to assign your rights and obligations under the agreement, wholly or in part, to third parties or to pledge them, without the prior written approval of iLedgends.

11.5.2 iLedgends may assign its rights and obligations under the agreement to third parties. iLedgends must inform you in writing about such assignment a reasonable time prior to the effectuation of such assignment, stating the date on which it shall take place. Such prior notification is not required if iLedgends assigns its rights and obligations under the agreement to an affiliate. If an assignment takes place, you shall reasonably cooperate to effectuate the assignment. If you do not agree with the assignment, you shall be entitled to terminate the agreement.

11.5.3 iLedgends do not owe you compensation for the early termination if you exercise this right.

11.6 Revisions and additions
11.6.1 iLedgends may at all times revise and/or supplement the agreement.

11.6.2 Any revisions and additions to the agreement shall be binding on you within 30 days after written notification to you.

11.6.3 If you do not accept the revisions and/or additions, you will inform iLedgends accordingly in writing within 30 days after iLedgends’ notification in order to terminate the agreement. If you have not terminated the agreement within such period, you will be deemed to have accepted the revisions and/or additions.

11.7 Continued effect of provisions and validity
11.7.1 If any of the provisions of the agreement are null and void or declared invalid, the other provisions of the agreement shall remain fully applicable. In this event, iLedgends shall make a proposal to substitute provision(s) that is/are valid and that coincide(s) with the purport of the substituted provision(s) as closely as possible.

12. Liability

12.1 Liability, fines, levies and damage
12.1.1 A partner may impose fines and/or levies on iLedgends or claim damages, among other things, if you act in breach of the provisions of the agreement. These fines, levies, and damages shall be immediately due and payable by you to iLedgends. The same applies if a regulator and/or authorities seeks to recover fines and levies from iLedgends or claims damages if you act in breach of the provisions of the agreement.

12.1.2 You shall be liable to iLedgends for any damage suffered by iLedgends as a result of your acts or omissions including without limitation all losses arising from or in (i) connection with any transaction or any other dealing between you and a Customer; (ii) any (regulatory) authority imposing a fee, fine, penalty or charge on iLedgends which is attributable to you; (iii) any loss of payment data or transaction data by you; (iv) Customer Data use; (v); Any act or omission of any of your agents, suppliers or any other third party including, without limitation, any a payment service provider engaged by you; and (vi) any breach of applicable laws by you. You shall be similarly liable for the acts or omissions of your employees, auxiliary staff and other third parties engaged by you. You agree to indemnify iLedgends against any third-party claims that are in any way related to the agreement, including claims of third parties which relate to infringement of intellectual property rights. You are liable for all damage suffered by iLedgends for such claims, including lawyer’s fees and all other costs and expenses which are arise as a result of legal proceedings

12.1.3 The liability of iLedgends shall in any event be limited to (i) twenty thousand euros (€ 20,000) or, if less, (ii) the amount of the fees received by iLedgends under the agreement in the immediately preceding twelve months.

12.1.4 iLedgends shall only be liable for failures on its part that are intentional or due to gross negligence. Any other liability is excluded. iLedgends shall never be liable for any increased costs, loss of profit, loss of business, loss of goodwill, loss of data, consequential loss, loss of revenue and anticipated savings. iLedgends shall also never be liable to you for the acts of third parties.

12.1.5 The liability of iLedgends to you shall lapse if you have not held iLedgends liable in writing within two months after you have become aware of the damage, unless an authorised person has admitted liability on behalf of iLedgends in writing prior to end of this two months’ period.

12.2 Force Majeure
12.2.1 iLedgends shall not be liable for any failure to perform its obligations in the event of force majeure. Events of force majeure include failures with third parties where iLedgends relies on to fulfil their obligations towards iLedgends. If new and/or amended law, regulations and/or regulations prevent the execution of Transactions, this shall be considered an event of force majeure affecting iLedgends.

12.2.2 In the event of force majeure, iLedgends shall take every measure it may reasonably be expected to take to limit the adverse effects thereof for you.

13. Complaints
13.1 Customer Complaints
13.1.1 iLedgends is not a party to the agreement concluded between you and the Customer. You shall settle any complaints about delivered or undelivered goods and/or services by you to a customer directly with the customer, without the intervention of iLedgends.

13.2 Disputes with customers
13.2.1 If a Customer submits a claim against iLedgends, you agree to indemnify iLedgends in respect of all related costs and damages. This indemnification does not apply to the extent that the costs and damage are the result of gross negligence by iLedgends with respect to meeting their obligations under the agreement.

13.2.2 iLedgends may at its own discretion decide whether or not to put forward defences against a claim submitted by a customer against iLedgends. iLedgends may also at its own discretion decide to settle with the customer. These decisions shall be binding on you and you shall indemnify iLedgends.

13.3 Your complaints
13.3.1 Your complaints will be handled by iLedgends provided that iLedgends’ complaints procedure is followed. The complaints procedure can be found on the website of iLedgends.

14. Inspections
14.1 By iLedgends
14.1.1 iLedgends may subject you to an unannounced audit. iLedgends may instruct a third party to conduct the audit. You shall cooperate in the conduct of the audit, which includes you granting access to the relevant premises, information and merchant Systems.

14.1.2 If it appears that you have materially failed to fulfil any of your obligations under the agreement, iLedgends may charge you the reasonable costs of the audit.

14.1.3 Upon request of iLedgends, you shall cooperate with any investigation to establish whether a transaction was or may have been completed using illigal sources.

14.2 by third parties
14.2.1 You must cooperate with any investigations conducted by or on behalf of supervisory authorities and/or Partners of iLedgends. If you are approached for such investigation, you shall immediately notify iLedgends thereof unless such is prohibited by law. You shall follow all reasonable instructions given to you by iLedgends in these circumstances.

15. Intellectual property, confidentiality, and privacy
15.1 Intellectual property; right of use
15.1.1 All intellectual property rights to the services, the iLedgends systems and other programmes, websites, databases, materials, such as documentation, reports are reserved to iLedgends or its licensors.

15.2 Confidentiality; storing data
15.2.1 The parties undertake to keep confidential all information they obtain about the other party or a customer that is of a confidential nature, except where necessary for the performance of the agreement or within the scope of the purposes authorised in the agreement. Information of a confidential nature includes, for example, information in relation to the organisation, business operations and financial affairs of your enterprise or those of iLedgends, or information in relation to the customer. You have to observe all statutory and other applicable rules in this regard.

15.2.2 You shall immediately, and in any case within 12 hours, notify iLedgends of any (potential) accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, access to, or theft of personal data, payment data, transaction data or other payment security breaches. You shall provide all information requested by iLedgends and follow all directions and instructions given by iLedgends or other authorised parties, including the supervisory authorities, and Partners of iLedgends to limit further damage and risks, including the prevention of new incidents.

15.2.3 You shall take all steps to ensure compliance with the confidentiality obligations under this article by your employees and/or other people working for you as well. You are liable if these people act in breach of these confidentiality obligations.

15.2.4 You shall not retain payment data any longer than is strictly necessary. You shall destroy the data as soon as it is no longer needed.

15.2.5 This article shall not apply in a case where a Party has a statutory obligation to provide information, if a competent authority has requested to provide information or if the information is already public.

15.3 Customer data use
15.3.1 iLedgends acts as a controller as defined in the GDPR, process customer data. Each of the parties warrant that it shall process the personal data processed within the context of the performance of the agreement in compliance with applicable data protection law. This means, inter alia, that you shall implement adequate security measures to prevent loss of or unauthorised access to customer data or any other form of unlawful processing, and inform customers, your employees and other persons working for you, and relevant ultimate beneficiary owners on the processing of their customer data by iLedgends in the context of the performance of the agreement. You shall be solely responsible for obtaining the consent of the customers, employees and other persons working for you, and relevant ultimate beneficiary owners, if required, for the collection or use of customer data, including payment data and transaction data, in accordance with applicable data protection law.

15.3.2 Each party will provide the other party with such assistance and co-operation as it reasonably requests to enable the requesting party to comply with any obligations imposed on it by applicable data protection law in relation to the processing of the customer data. A party will be entitled to refuse or limit its assistance where the requesting party is in the position to fulfil the obligations without that party’s assistance.

15.3.3 You are the party that has direct contact with the customer, employee or other persons working for you, or ultimate beneficiary owners of your business. Therefore, you shall, also on behalf of iLedgends, provide the customer and, where relevant and if any, employee, other persons working for you, and your business’ ultimate beneficiary owners whose customer data are provided to iLedgends for entering into or the performance of the agreement, with all necessary information on the processing of their customer data in accordance with applicable data protection law. You will inform the customer, employee or other persons working for you, or ultimate beneficiary owners of your business inter alia that (i) iLedgends is a controller in relation to the processing of their customer data, (ii) which customer data will be processed, (iii) what the purposes are for the data processing activities, and (iv) any other information necessary under applicable data protection law, including the information referred to in articles 13 and 14 of the GDPR. You will follow our reasonable instructions in respect of the processing of customer data by iLedgends and will bring iLedgends’ privacy notice, as published on iLedgends’ website, to the attention of the customers, employees or other persons working for you and ultimate beneficiary owners of your business.

15.3.4 You shall inform iLedgends without undue delay if a customer, or your employee or other persons working for you, an ultimate beneficiary owner or other data subject exercises, or seeks to exercise, its rights of access, rectification, erasure, objection, the right to restriction of processing, the data portability right, or the right to object an automated individual decision-making, as well as other rights recognised by applicable data protection law, or files a complaint or claim that is related to the processing of their personal data by iLedgends. You will also follow iLedgends’ reasonable instructions in the context of handling such requests, complaints, or claims.

15.3.5 Unless expressly stated otherwise in the agreement, in the event of any conflict between the other provisions of the agreement and this article of the Terms and Conditions, this article will prevail.

15.3.6 All notices and other communications between the parties in respect of this article must be provided by email to: (a) in the case of iLedgends, the e-mail address dedicated by iLedgends (support@iLedgends.com) for this purpose and (b) in the case of you, via your e-mail address known to iLedgends, except formal notices in legal proceedings or termination which must be provided in accordance with the notice provisions in the Terms and Conditions.

15.4 Data use
15.4.1 Any information that you provide to iLedgends (other than customer data) may be used by iLedgends (or any of its affiliates) for one or more of the following purposes:

15.4.2 to assess applications for services that you have requested;

15.4.3 To extend the scope of services iLedgends may wish to make available to you from time to time;

15.4.4 To manage accounts and policies and to make decisions on questions arising from any application, agreement or correspondence which you may have with iLedgends;

15.4.5 To conduct, monitor and analyse the business relationship with you;

15.4.6 Any assessment by iLedgends or any of its affiliates of your risk profile, or the financial or operational condition of your business. In respect of customer data, the privacy notice provides for which purposes iLedgends may use such data.

15.4.7 Any information that you provide to iLedgends (other than customer data) may be disclosed to the following:

15.4.8 iLedgends or its respective employees or affiliates (or any employees of its affiliates);

15.4.9 Any agents or subcontractors of iLedgends;

15.4.10 Anyone to whom iLedgends proposes to transfer any of their respective rights and/or responsibilities under any agreement they may have with you;

15.4.11 Anyone in order to comply with any applicable statutory requirements applicable to iLedgends or their affiliates;

15.4.12 Anyone to whom you have consented to disclose such information to. In respect of customer data, the privacy notice provides to which parties the data may be disclosed.

15.4.13 iLedgends (and its respective employees and affiliates) may search the records of credit reference agencies and fraud prevention agencies on you and people financially linked to your enterprise. iLedgends is doing so with a view to making credit and/or business decisions about you and/or managing the merchant account and with a view to fraud prevention, debtor tracing, debt collection and credit claims.

15.4.14 iLedgends may also disclose any information provided by you (other than customer data) to its respective agents, to its affiliates, the police, partners, supervisory authorities, or any other law enforcement or investigating body for use in the prevention or detection of fraud or other criminal activity, or to any credit reference agency which iLedgends also use(s) as a source of information. In respect of customer data, the privacy notice provides to which parties the data may be disclosed.

16 Representation
16.1 Representation
16.1.1 If iLedgends receives a notice from you (irrespective the form of such notice), iLedgends may verify whether the sender of such notice is authorised to represent you. iLedgends can verify this among other things via information filed with the relevant trade register, such as the Dutch Chamber of Commerce (Kamer van Koophandel), power of attorney or any similar organisation. Or via a list of authorised individuals that has been provided to iLedgends by you. iLedgends may assume that a power of attorney circulated to iLedgends remains in full force and effect, until iLedgends receives a written notice that such power of attorney has been withdrawn. iLedgends may also assume that all individuals listed as authorised individuals remain authorised to represent you, until you inform iLedgends otherwise in writing. A written notice in respect of a withdrawn power of attorney or an amended list of authorised individuals will have effect once iLedgends confirms receipt of such notice and change in writing.

16.1.2 If iLedgends receives a notice from an individual of which iLedgends may assume that he is authorised to represent you, iLedgends may act on such notice.

17. Final provisions
17.1 General
17.1.1 The agreement constitutes the entire agreement between you and iLedgends for the Services. The agreement replaces all previous agreements and arrangements between you and iLedgends.

17.1.2 The agreement may be implemented by the parties (or one of them) by means of an electronic signature (both digital and encrypted), which shall have the same validity as a written signature.

17.1.3 An electronic signature constitutes any form of electronic authentication, symbol, or process made available or otherwise approved by iLedgends for the purpose of signing the Agreement

17.2 Applicable law; competent court
17.2.1 The agreement is subject to Dutch law. In the first instance, only the court of Amsterdam has exclusive jurisdiction to hear disputes between the parties arising from the Agreement. However, iLegends can also initiate legal proceedings against you before the court where you are established or where your office is registered.

MFBV Introduced Client Schedule
Introduced Client Terms Of Business

Background

Modulr Finance B.V. (“Modulr”) is a provider of Modulr Products (as described to you by Partner Platform), which includes the provision of an electronic money account for businesses and associated payment services. These Introduced Client Terms of Business govern the Modulr Products that Modulr agrees to provide to the Introduced Client.

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

THE PARTIES AGREE AS FOLLOWS:

  1. Interpretation
    • In these Introduced Client Terms of Business: (a) a reference to a clause is a reference to a clause in these Introduced Client Terms of Business; (b) headings are for reference only and shall not affect the interpretation of these Introduced Client Terms of Business; (c) the singular shall include the plural and vice versa; (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns; (e) a reference to a party shall include its personal representatives, successors and permitted assigns; (f) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

 

2.     Modulr Products

  • Modulr will make available to the Introduced Client such products that are provided to the Partner Platform and as described by Partner Platform in the application process.
  • The Introduced Client agrees to the Partner Platform providing all such information to Modulr who will check and verify the identity of the Introduced Client, its directors, beneficial owners and Authorised Users as required by law.
  • The Introduced Client acknowledges that a search of the available public registers may take place for anti-money laundering purposes on the individuals listed in clause 2.2 above.
  • The Introduced Client acknowledges that the individuals noted in clause 2.2 above may have their their personal details accessed by third parties for the specific purpose of anti-money laundering and countering the financing of terrorism (AML/CFT), identity verification and fraud
  • The Account is provided by Modulr to the Introduced Client in accordance with the Modulr Account Terms and Conditions. Modulr Products provided to the Introduced Client under this Agreement are for the sole use by the Introduced Client.
  • The Introduced Client can use the Account and Cards (where applicable) to make Transactions on the terms and conditions set out in the Modulr Account Terms and A record of all

 

Transactions relating to the Account can viewed on the Website or accessed via the Partner Platform (as applicable).

  • The Introduced Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Modulr Products have been lost, stolen or
  • From time to time Modulr may carry out additional checks on the Introduced Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by Modulr may contact the Introduced Client or the Partner Platform (as applicable) for such purposes. The Introduced Client agrees to provide such information as necessary.
  • The Introduced Client shall comply with all legislation and regulation as it applies to the Introduced Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in Modulr discontinuing the provision of the Modulr Products as set out in clause 6.4.
  • The Introduced Client shall implement as appropriate Modulr’s reasonable security recommendations it notifies to the Introduced Client from time to time.

3.     Authorised Users

  • Access to the Modulr Products is restricted to individuals that have been designated by the Introduced Client as Authorised Users.
  • The Introduced Client must notify Modulr of all individuals it wishes to be an Authorised
  • Each Authorised User is permitted to access and use the Modulr Products in accordance with these Introduced Client Terms of Business.
  • The Introduced Client will be responsible for training its Authorised Users in the appropriate use of Modulr Products.
  • The Introduced Client shall ensure its Authorised Users;
    • take all reasonable care to ensure Modulr Product access credentials, including login details to the Website, where applicable, are kept confidential to each Authorised User; and
    • do not share any information that would enable another party to access the Introduced Client’s Modulr Account.
  • The Introduced Client acknowledges and agrees that each Authorised User is authorised by the Introduced Client to act on its Modulr shall deem any instruction given by an Authorised User is an instruction given by the Introduced Client.
  • The Introduced Client will be responsible for timely notification to Modulr of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of Modulr Products by an Authorised User until Modulr has had two full Business Days to act on any received This clause shall not apply to Introduced Clients accessing Modulr Products via the Partner Platform.
  • Where the Introduced Client accesses Modulr Products through a Partner Platform, such Partner Platform will be considered the Authorised User. In this instance if additional Authorised Users are required they must be requested by the Partner Platform. The use of a Partner Platform to access the Modulr Products by the Introduced Client are set out in further detail below.

 

4.     Accessing Modulr Products through a Partner Platform

  • In the event the Introduced Client utilizes a Partner Platform to access Modulr Products, the Introduced Client agrees and authorises the Partner Platform to instruct Modulr to access and

 

use the Modulr Products on behalf of the Introduced Client, which shall include but not be limited to making Transactions, viewing and retrieving Transaction data, initiating refunds and closing the Account.

  • The Introduced Client acknowledges and agrees that Modulr shall have no liability whatsoever with respect to the performance, availability or quality of any Partner Platform.
  • The Introduced Client acknowledges and agrees to the following:
    • it must satisfy itself that its Platform Partner Agreement grants the Partner Platform all permission necessary to operate the Account on the Introduced Client’s behalf;
    • the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;
    • it is responsible for monitoring Partner Platform activities on its Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client;
    • the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;
    • the Introduced Client understands it can only access its Account to make Transactions, review Transactions made or otherwise use Modulr Products through the service provided by the Partner Platform; and
    • it will only use the Account for the purpose set out in the Partner Platform
  • On receipt of notification by Modulr from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall Any funds in the Introduced Client’s Account will be returned in accordance with the terms of the Modulr Account Terms and Conditions.
  • If the Introduced Client has any complaint or concern relating to the Modulr Account or other Modulr Products, such complaint or concern shall be raised directly to the Partner Platform, who shall deal with it in accordance with Modulr’s Complaints Policy, a copy of which is available on request from the Partner Platform and on the Website.

 

5.     Customer Services

  • The Introduced Client can contact Customer Services if it has any queries about the Modulr Products. Information may be requested from the Introduced Client, including but not limited to, its Authorised Users, Cardholders or Transaction information so that it can verify the identity of an Authorised User , the Cardholder and/or the Modulr Products provided to such Introduced
  • Any information shared by the Introduced Client will be kept strictly Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Introduced Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Introduced Client on behalf of such third party.
  • As part of Modulr’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Introduced Clients to ensure that Modulr’s high quality service standards are maintained. The Introduced Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.

 

6.     Term and Termination

 

  • This Agreement shall commence on the date the Introduced Client receives confirmation from Modulr or the Partner Platform (where applicable) of its successful application for Modulr Products and shall continue until terminated by the Introduced Client, Partner Platform (if acting on behalf of the Introduced Client) or Modulr.
  • The Introduced Client or the Partner Platform (where applicable) may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
  • Modulr may terminate this Agreement and close the Introduced Client’s Account(s) by providing the Introduced Client with at least two months’ notice.
  • Modulr may suspend or terminate this Agreement immediately if, for any reason, the Introduced Client (i) is unable to satisfy the Due Diligence Procedures, (ii) for breach of this Agreement, (iii) has provided false, incomplete or misleading information, (iv) has engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we have reasonable suspicions in respect of same or (v) we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority. Modulr shall notify you as soon as possible, unless prohibited by law, of such suspension or termination of the Agreement.
  • This Agreement will automatically terminate when all Accounts of the Introduced Client are closed (for any reason).
  • Modulr may terminate or suspend this Agreement in whole or in part immediately by giving written notice to the Introduced Client if Modulr ceases to provide Cards pursuant to the provisions of Schedule 1.
  • On termination of this Agreement for any reason, any balance remaining in the Introduced Client’s Account(s) shall be returned to the Introduced Client in accordance with the Modulr Account Terms and Conditions. The Introduced Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, shall reimburse Modulr such amount equal to the negative balance.

 

7.     Intellectual Property

  • The Introduced Client acknowledges all Intellectual Property Rights in the Modulr Products are owned by or provided under licence to Modulr. Modulr grants the Introduced Client a non- exclusive, royalty-free licence for the duration of this Agreement to access and use the Modulr Products only for the purpose contemplated by this Agreement.
  • Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Introduced Client.

 

8.     Force Majeure

  • Modulr will not be liable for the non-performance or failure to provide any part of the Modulr Products occurring as a result of any events that are beyond the reasonable control of Modulr, for example, but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, employment strife, riot, war, terrorist attack, non-performance of third party suppliers, acts of God such as storm or lightening damage, or other causes over which Modulr has no reasonable control.

 

9.     Assignment Transfer and Subcontracting

 

  • The Modulr Products provided to the Introduced Client are personal to the Introduced Client. The Introduced Client cannot novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Modulr. This clause shall have proprietary effect (goederenrechtelijke werking).
  • The Introduced Client agrees Modulr may, in its sole discretion, assign, or transfer some or all of its rights and obligations or delegate any duty of performance set out in the documents forming this Modulr may subcontract any of its obligations under this Agreement.
  • In the event of any transfer of this Agreement by Modulr to another service provider, Modulr will notify the Introduced Client no later than two months before the proposed transfer; if the Introduced Client does not want to transfer to the new provider, the Introduced Client must notify Modulr of its objection in writing to Customer On receipt of such notification, Modulr will terminate this Agreement. Any balance remaining in the Introduced Client’s Account(s) will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions.

 

10.  Liability

  • Nothing in this Agreement will operate to limit either party’s liability with respect to fraud or for death or personal injury resulting from negligence, in either case whether committed by that party or its employees, agents or subcontractors.
  • Modulr makes no warranty that access to and use of the Modulr Products will be uninterrupted or error free.
  • The Introduced Client acknowledges and agrees that Modulr is not liable to the Introduced Client for any loss, liability or damages the Introduced Client suffers which result from, are related to, or in any way are connected with any fraud control, restriction measures, or other measures implemented from time to time including as required for compliance with legal and regulatory requirements, unless such loss, liability or damage is a direct result of Modulr’s fraud, gross negligence or willful misconduct in procuring the implementation of fraud control or purchase restriction measures that Modulr has expressly agreed in writing to procure for the Introduced
  • Modulr shall not be liable to the Introduced Client for any loss or damage the Introduced Client may suffer as a result of any act or omission of an Authorised User or Cardholder or an Authorised User’s use or Cardholder’s use or inability to use of the Modulr Products.
  • The Introduced Client agrees to indemnify Modulr against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Modulr directly or indirectly incurs or which are brought against Modulr if the Introduced Client, or an Authorised User, or a Cardholder has acted fraudulently, been negligent or has misused a Modulr Product or any of the services provided under this Agreement.
  • Modulr shall not be responsible in any way for any interest or claims of any third parties in respect of the Modulr Products, except as required by law or regulation.

 

11.  Reports

  • Modulr may make available certain management or other reporting or business administration functionality via the Website.
  • Modulr may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.

 

12.  Data Privacy

  • Modulr will collect and retain personal information about the Introduced Client and each Authorised User and Cardholder to enable Modulr to deliver the Modulr Products, the services linked to it and deal with any enquiries that the Introduced Client may have about Modulr is the data controller of the personal information gathered by Modulr for such purpose. If Modulr uses a third party to provide a part of the Modulr Product then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third-party service providers will be set out in their service terms and conditions of use. Modulr will, at such third-party provider’s direction, process personal data on its behalf, for example, to enable Modulr to provide Customer Services to the Introduced Client.
  • Modulr processes personal information in accordance with relevant laws on the protection of personal data.
  • If Modulr transfers the Introduced Client’s information to a third party in a country outside of the European Economic Area Modulr will ensure that the third party agrees to apply the same levels of protection that Modulr is legally obliged to have in place when Modulr processes personal data.
  • Further information about how Modulr uses personal information can be found in Modulr’s Privacy Policy; please contact Customer Services for a copy of this.

 

13.  Changes to the Agreement

  • Modulr may amend or modify this Agreement by giving two months’ notice to the Introduced Client unless Modulr is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Introduced Client by such other means that Modulr agreed with the Introduced Client, for example by If the Introduced Client is accessing Modulr Products via a Partner Platform, all notifications will be communicated via such Partner Platform.
  • The Introduced Client has no obligation to accept such amendments proposed by
  • The Introduced Client will be taken to have accepted any change to this Agreement that Modulr notifies to the Introduced Client unless the Introduced Client tells Modulr otherwise before the relevant change takes effect. In such circumstances, Modulr will treat notice of objection by the Introduced Client as notification that the Introduced Client wishes to terminate this Agreement and the use of all Modulr Products immediately. All Accounts of the Introduced Client will be closed and any balance remaining in the Introduced Client’s Account will be returned to the Introduced Client in accordance with the redemption procedure set out in the Modulr Account Terms and Conditions. In such circumstances, the Introduced Client will not be charged a fee for the Account closure and return of any balance.

 

14.  General

  • In these Introduced Client Terms of Business, headings are for convenience only and shall not affect the interpretation of these Introduced Client Terms of Business.
  • Any delay or failure by Modulr to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Modulr from exercising its rights at any subsequent time.

 

  • In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect.
  • The Introduced Client shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full.
  • This Agreement is written and available only in English and all correspondence with the Introduced Client shall be in English.
  • Exclusion of relevant statutory provisions: the following provisions of the Netherlands Civil Code do not apply in the relationship between Modulr and the Introduced Client: articles 7:516, 7:517, 7:518 and 7:519, article 7:520(1), article 7:522(3), article 7:527, articles 7:529 to

7:531, article 7:534 and articles 7:543, 7:544 and 7:545 Netherlands Civil Code and all legislation pursuant to and/or based on such articles. Furthermore, if not already covered by the articles referred to in the preceding sentence, the rules regarding provision of information in the Market Conduct Supervision (Financial Institutions) Decree (Besluit gedragstoezicht financiële ondernemingen Wft) that follow from Title III PSD2 do not apply. The above contains the exclusion of the relevant provisions of PSD2 as implemented in Dutch law. Consequently, all rules with regard to the content and provision of the information required by Title III of PSD2 and the following provisions of Title IV of PSD2 do not apply to this Agreement: article 62(1), article 64(3), article 72, article 74, article 76, article 77, article 80 and article 89 of PSD2 and all legislation pursuant to and/or based on such articles. This clause shall not apply if the Introduced Client is a Consumer

  • This Agreement – and any contractual and non-contractual obligation pursuant hereto – is governed by the laws of the Netherlands and the Introduced Client agrees that any disputes hereunder (including non-contractual disputes) shall be under the exclusive jurisdiction of the competent Courts of Amsterdam.

 

Schedule 1: Card Obligations

[NOT USED]

 

The Modulr Account Terms and Conditions; Important information you need to know

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

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

By accepting the Modulr Account Terms and Conditions you accept the terms of the Agreement, or by agreeing to open an Account and/or using our services, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services.

 

1.  DEFINITIONS

3DS – means the EMV 3DS service offered by us for you or a Cardholder to use when you or a Cardholder make a purchase or place an order on the internet with your Card.

Account – The electronic money account, also known as Modulr Account provided by us in accordance with these Terms and Conditions.

Account Information Service Provider – means a third party payment service provider who is authorised by or registered with De Nederlandsche Bank N.V. or another European regulator to provide online account information services, who, with your permission will be able to access certain online account information on one or more payment accounts held by you to give you a consolidated view of your payment accounts.

Account Limits – any limit that applies in relation to your Account and/or Card, such as account maximum balance, and limits on receiving and sending payments from your Account as referred in paragraph 2.

Account Manager – The individuals elected by the Account Owner to be responsible for the management of the Account, also known as an “Authorised User”.

Account Owner – The entity legally responsible for an Account.

Agreement – The agreement for your Account made up of these Terms and Conditions, together with the Introduced Client Terms of Business, which constitute the entire agreement between you and Modulr.

Application Programming Interface (API) – means the interfaces provided by Modulr to the Introduced Client (and the Partner Platform on the Introduced Client’s behalf) to directly instruct Modulr Accounts via the Introduced Client’s or the Partner Platform’s own application.

AML Policy – Modulr’s written policy on anti-money laundering and counter terrorist financing as may be amended from time to time by Modulr.

Applicant – A customer of the Partner Platform who applies for Modulr Products but is yet to be accepted by Modulr as an Introduced Client.

Available Balance – The value of funds available on your Account.

Bacs Credit – Means Bacs Direct Credit. A service enabling organisations to make payments to an account which takes 3 Business Days for the funds to be cleared.

Business Days – Monday to Friday between the hours of 9am-5pm but does not include bank holidays, or public holidays in the Netherlands.

Card – means a Virtual Card or a Physical Card.

Cardholder – means the individual authorised to use the Physical or Virtual Card issued to you.

Card Scheme -Mastercard and/or Visa or such other payment network through which Card Transactions are processed as may be made available to you from time to time.

Card Transaction –means a Virtual Card Transaction or a Physical Card Transaction.

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

Chargeback has the meaning given to it in Schedule 1 of the Introduced Client Terms of Business.

Consumer – means a natural person not acting in the course of its business or profession.

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

Customer Services – The contact centre for dealing with queries about your Account.

Data Protection Laws – means all laws relating to the processing of Personal Data, privacy and security, including, without limitation, the EU Data Protection Directive 95/46/EC, the Dutch GDPR Implementation Act (Uitvoeringswet Algemene Verordening gegevensbescherming) (as may be amended from time to time) and the General Data Protection Regulations (EU) 2016/679 (“GDPR“) together with equivalent legislation of any other applicable jurisdiction, delegated legislation of other national data protection legislation, and all other applicable law, regulations and approved codes of conduct, certifications, seals or marks in any relevant jurisdiction relating to the processing of personal data including the opinions, guidance, advice, directions, orders and codes of practice issued or approved by a supervisory authority or the Article 29 Working Party or the European Data Protection Board.

 

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

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

Information – Means any information related to the organisation, and any personal information related to Account Manager or the Cardholder.

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

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

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

Merchant- means a merchant authorised to accept Card Scheme-branded Cards.

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

Modulr Products – those products, including but not limited to the Account described by the Partner Platform in the application process.

One-Time Passcode – means the six-digit passcode sent to your mobile phone number by us, via SMS.

Online Portal – means the interface provided by Modulr for the Introduced Client to access via the public internet, subject to applicability based on the Introduced Client’s relationship with the Partner Platform and can be used for the management of accounts.

Partner Platform – A third party that is permitted by Modulr to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User.

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

Payment Initiation Service Provider – means a third party payment service provider authorised by or registered with De Nederlandsche Bank N.V. or another European regulator to provide an online service to initiate a Transaction at your request on your Account.

Physical Card – means a physical card-based payment instrument issued by us to you which uses the Card Scheme payments network, as well as any version or record of such an issued payment instrument stored on an app or other platform, and which may be used to make Physical Card Transactions.

Physical Card Transaction – means the use of a Physical Card to make a payment to a Merchant.

Regulator – De Nederlandsche Bank N.V., located at Spaklerweg 4, 1096 BA Amsterdam, Netherlands or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the Netherlands.

SEPA – the Single Euro Payments Area is the area where citizens, companies and other economic actors can make and receive payments in euro, within Europe, whether within or across national boundaries under the same basic conditions, rights and obligations, regardless of their location. SEPA is driven by the European Commission and the European Central Bank, amongst others, as a key component of the EU Internal Market. SEPA shall be deemed to encompass the countries and territories which are part of the geographical scope of the SEPA Schemes, as listed in the EPC List of SEPA Scheme Countries, as amended from time to time.

SEPA Credit Transfer – a service allowing you to make and receive non urgent EUR electronic payments within SEPA provided that the receiving organisation or bank is part of the scheme.

SEPA Instant Credit Transfer – a service allowing you to make and receive near real time EUR electronic payments within SEPA provided that the receiving organisation or bank is part of the scheme.

SEPA Transfers – means, together, SEPA Credit Transfer and SEPA Instant Credit Transfer.

SWIFT – the global member-owned financial telecommunications system used to facilitate the secure transfer of messages, including payment instructions, between financial institutions.

SWIFT Inbound Payment – an inbound payment (in such currencies as may be supported by Modulr from time to time) made via SWIFT.

SWIFT Outbound Payment – an outbound payment (in such currencies as may be supported by Modulr from time to time) made via SWIFT.

SWIFT Payments – means, together, SWIFT Inbound Payments and SWIFT Outbound Payments (and SWIFT Payment shall be construed accordingly).

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

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

 

we, us, our or Modulr – Modulr Finance B.V., a company registered in the Netherlands with number 81852401, whose registered office is at Weteringschans 165 C, 1017 XD Amsterdam and who is regulated by De Nederlandsche Bank N.V. for issuance of electronic money under reference number R182870.

Virtual Card – means a virtual card-based payment instrument consisting of (amongst other things) a unique 16 digit account number issued to you which uses the Card Scheme payments network, as well as any version or record of such an issued payment instrument stored on an app or other platform, and which may be used to make Virtual Card Transactions.

Virtual Card Transaction – means the use of a Virtual Card to make a payment to a Merchant.

Website – means the customer portal that Introduced Clients can login to in order to use the Modulr Products.

you, your – The Account Owner, also referred to as an Introduced Client.

 

2.  ACCOUNT & CARD LIMITS

  • Limits may apply to the balance on your Account at any time, the maximum value of an individual payment Transaction, maximum Virtual Transaction value per Card, the maximum aggregate value of all payment Transactions made from your Account or Cards in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular Your Cards may also have certain Card Transaction types disabled, such as cash withdrawals at an ATM.
  • The limits and restrictions that apply to your Account and Card will be communicated to you during the Account set-up process and/or before the Card is issued to you (as applicable). These limits may also change over time based on your Account and/or Card usage; any such change will be communicated to You can check the limits at any time by contacting Customer Services. You should not make a payment Transaction request which exceeds such.
  • From time to time a Card Transaction may be authorised which exceeds the limit or restriction applicable to your Account or Card, for example when it is used in an offline environment for example but not limited to payments for or on transport (purchases on a train, aeroplane, underground or toll payments). In such circumstance, a negative balance on your Account may occur. In this case the process in paragraphs 5.15 to 5.17 inclusive will apply.
  • Certain Merchants may require verification that the funds held on your Account will cover the Card Transaction amount and will place a “pre-authorisation” on your Card. This amount will be unavailable to you until the Card Transaction is completed or released by the The pre-authorisation allows the Merchant up to 30 days to claim and settle any funds owed to them from the Card. Examples include but are not limited to hotels and rental cars. If there are insufficient funds available on your Account, Modulr must still make this settlement, which may result in a negative balance on your Account. In this case the process in paragraphs 5.15 to 5.17 inclusive will apply.
  • To manage our risk, particularly with respect to money laundering, fraud or security concerns, we also apply internal controls, including limits, to certain types of We change these as necessary but for security purposes, we do not disclose them.

3.  SCOPE OF THESE TERMS AND CONDITIONS

  • Your Account is an electronic money account (and therefore is not a traditional bank account) and the electronic money and any Card associated with it is issued to you by us. We are regulated by De Nederlandsche Bank N.V. for the issuance of electronic money. Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us.
  • The types of Transactions enabled for your Account will be explained to you by the Partner Platform, or as subsequently enabled by The terms of these Modulr Account Terms and Conditions applicable to specific Transactions or payment types (for example, Cards) apply only to the extent that such Transactions or payment types are enabled for your Account.
  • This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.
  • You agree that we or the Partner Platform may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your e-mail address and mobile phone number
  • You can request a copy of these Terms and Conditions at any time by contacting Customer

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

4.  OPENING YOUR ACCOUNT

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

5.  USING THE ACCOUNT

  • Your Account can receive bank transfers and other payment types as added and notified to you by Modulr from time to time. Subject to paragraph 3, we will credit your Account when we receive the funds which could be up to three Business Days after the payment being instructed, depending on how the payment was sent.
  • Your Account can also receive internal transfers from other Modulr Accounts owned or controlled by the Partner Platform, which apply instantly.
  • An incoming payment will not be credited to your Account if:
    • the Account has reached the Account Maximum Balance or Account Limits; or

 

  • the Account is blocked or terminated; or
  • the sender has provided incorrect/invalid Account Details for your Account; or
  • we suspect the payment to be
  • If we are unable to credit your Account for any of the reasons in paragraph 3 then the funds may be sent back to the sender without a prior notification to you.
  • Your Account will be configured and operated by the Partner You agree that Modulr and we may take instructions from the Partner Platform regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf. We and Modulr have no liability for actions taken by the Partner Platform. If you disagree with any actions taken by the Partner Platform these should be discussed with the Partner Platform. We are also authorised to take instructions from any other Account Manager (where different from Partner Platform) and, with respect to Physical Card Transactions, from the Cardholder. You are responsible for all actions of the Account Manager and any Cardholder in relation to the Account and/or Card(s).
  • Your Account can make payments out to external bank accounts via SEPA Transfer, Faster Payments, SWIFT Payments (if selected as a Modulr Product) and other methods as added and notified to you by the Partner Platform from time to time. With regard to SEPA Transfers, Modulr will automatically process inbound and outbound SEPA payments via SEPA Instant Credit Transfers where In the event Modulr is unable to process such payments via SEPA Instant Credit Transfers, the payments will default to being made via SEPA Credit Transfers.
  • Where Cards are made available to you, , your Account can be used to fund Card Transactions. You or your Account Manager or Partner Platform can request a Virtual Card or a Physical Card to be issued to you via the Online Portal or Modulr
  • Where a Virtual Card or Physical Card is issued to you, you may be able to register and/or store the details of the Card within third party apps and/or devices and to use those third party apps/devices to initiate payments with your When you first register your Card within a third party app/device we support, you may be required to verify that it is you requesting the registration of the Card. If you do not do this, you may not be able to register and use your Card through the third party app/device.
  • The value of any Card Transaction, together with any applicable fees and charges, will be deducted from your Account once we receive the authorisation request from the Merchant.
  • If the Card Transaction is made in a currency other than the currency the Card is denominated in, the Card Transaction will be converted to the currency of the Card by the relevant Card Scheme at a rate set by it on the day we receive details of the Card Transaction. The exchange rate varies throughout the day and is not set by us. You can check the relevant Card Scheme rate as

Mastercard Card Scheme rate at: https://www.mastercard.co.uk/en-gb/consumers/get-support/convert-currency.html; VISA Card Scheme rate at: https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html.

  • If you use the Card to make a purchase online you may be asked by the Merchant to use 3DS. Physical Cards are automatically enrolled for use with When you use 3DS, you agree that the following shall apply in relation to your use of the Card:
    • You must provide us with your mobile phone number before you can use You must ensure that your mobile phone can receive SMS at the time of your purchase.
    • When you use 3DS to purchase from a participating Merchant, you will be presented with an electronic receipt and the One-Time Passcode will be sent to your mobile phone.
    • Without your One-Time Passcode, you will not be able to make purchases from participating
    • If you update your mobile phone number then you must notify us immediately of your new details, to ensure our records are correct.
    • The One-Time Passcode is valid for the purchase you received it You are responsible for the security and confidentiality of your One-Time Passcode and must not share it with anyone else.
    • You will be responsible for any fees or charges imposed by your mobile phone service provider in connection with your use of 3DS.
  • A Transaction is deemed to be authorised by you, when you or your Account Manager or Partner Platform:
    • enters the security information on the Modulr Online Portal to confirm a Transaction is authorised, or when it is instructed via the Modulr API with the relevant security credentials;
    • when you or your Account Manager or Partner Platform submits a request for a creation of a Virtual Card via the Online Portal or Modulr API, you shall be deemed to have authorised any subsequent Virtual Card Transaction made using such Virtual Card up to the authorisation value specified when creating the request for creation of the Virtual Card;
    • when you or the Cardholder (i) enter a PIN or provide any other security credentials; (ii) sign a sales voucher; (iii) provide the Physical Card details and/or provide any other details as requested; (iv) wave/swipe the Physical Card over a card reader; or (v) insert the Physical Card into a card device or an ATM;
    • when you give instructions through a third party (such as the recipient of a Payment Initiation Service Provider). Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 13 below.
  • You can cancel any Transaction which is agreed to take place on a date later than the date you authorised it, provided that you give us notice to cancel no later than close of business on the Business Day before the Transaction was due to take place.
  • Cancelling a recurring Card Transaction with us will not cancel the agreement with the organisation you are It is your responsibility to tell the organisation collecting the payment about the changes to your instructions.

 

  • If for any reason whatsoever, a negative balance arises because a Transaction is completed when there are not enough funds on your Account for that Transaction, you shall reimburse the negative balance amount immediately, unless circumstances described in sections 5.16 and 17 apply. You agree that once we make this negative balance known to you, we will charge you the amount of negative balance and you must repay it immediately. We may set-off the amount of the negative balance against any funds on your Account, including any subsequently loaded funds. Until we are reimbursed this negative balance amount, we may arrange for your Account, including Card(s) to be suspended. We may also report the negative balance to credit reference agencies.
  • Where a negative balance arises because of an error on the part of a Merchant where the Card Transaction occurred, we will seek to recover the negative balance amount from the Merchant.
  • Where a negative balance arises because of an error on the part of the recipient of the payment or us, we will seek to recover the negative balance amount from the person who made the error.
  • The Available Balance on your Account will not earn any
  • You can check the balance and Transaction history of your Account at any time via the interface provided to you by the Partner Platform or by contacting Customer Services, or the Online Portal if you have relevant access details.
  • You will be provided with a monthly statement free of charge setting out information relating to individual payment Transactions by the Partner Platform or us (using the details we have associated with your Account).

 

6.  THIRD PARTY ACCESS

  • You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided such TPP has identified itself to us and it has acted in accordance with the relevant regulatory We will treat any instruction from an TPP as if it was from you or an Account Manager.
  • We may deny a TPP access to your Account if we are concerned about unauthorised or fraudulent access by that TPP. Setting out the reason for such denial. Before doing so, we will tell you that we intend to deny access and give our reasons for doing so, unless it is not reasonably practicable, in which case we will immediately inform you In either case, we will tell you in the manner in which we consider most appropriate in the circumstances. We will not tell you if doing so would compromise our security measures or would otherwise be unlawful.
  • If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to us sharing your information with the TPP as is reasonably required for them to provide their services to you. You must let us know if you withdraw this permission and we recommend you let the TPP know. On notification from you, we will not provide such TPP access to your Account or the data in it.

 

7.  CLOSING YOUR ACCOUNT

  • You may close your Account by contacting Customer Please refer to your contract with the Partner Platform for any terms relating to your need to maintain your Account.
  • The Account will be closed if the Partner Platform instructs us to close your Account (in which case the Partner Platform will inform you of this instruction).
  • On termination of the Agreement for any reason, these Terms and Conditions will automatically terminate, and your Account will be closed and any Cards issued to you will be cancelled.
  • Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via SEPA Transfer based on instructions to us from the Partner Platform. If for any reason this is not possible, such Available Balance will remain yours and you may at any time request a refund by contacting Customer Services. You will not have any access to your Account from the date of Account closure and this Agreement will terminate.

8.  YOUR LIABILITY AND AUTHORISATIONS

  • You are responsible for understanding and complying with the Agreement including these Terms and
  • We may at any time suspend, restrict or refuse to authorise any use of your Account, Cards (including cancelling Card(s)) or refuse to process your instructions or authorise any particular Transaction where:
    • we are concerned about the security of or access to your Account and/or your Card;
    • we know or suspect that that your Account and/or Card is being used in an unauthorised or fraudulent manner;
    • we need to do so in order to comply with the law or otherwise for regulatory or crime prevention purposes;
    • the Transaction would breach the limits applicable to your Account and/or Card;
    • you, the Account Manager or the Cardholder breach an important part of these Terms and Conditions, or repeatedly breach any term in this Agreement and fail to resolve the matter in a timely manner.
  • If we cancel, suspend or restrict your Account and/or Card(s), or otherwise refuse to execute a payment order to or to initiate a Transaction, we will, without undue delay and provided we are legally permitted to do so, notify you or the Partner Platform of the refusal, suspension or cancellation (as applicable). If possible, we will provide the reasons for the refusal to execute the Transaction and/or suspending the use of your Account and/or Card and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.
  • You, the Account Manager or Cardholder must not:
    • allow another person to use security information related to the Account, Cards, and/or app/device you use to make Transactions, write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or

 

  • disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
  • You must take all reasonable steps to keep your Account and password(s) and any other security-related details safe, including the security-related details relating to any app and/or devices you have registered or stored your Card on, at all If you visit a website or receive a message that asks for your password, other than the Modulr website, this should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Services. If you have any indication that your Account, password or other security information has been compromised, you must immediately change your password and notify us as soon as possible.
  • In the event that a Transaction was not authorised by you, your Account Manager, a Cardholder or by a TPP on your behalf, we will refund the amount of the Transaction to the you immediately and in any event not later than the end of the Business Day immediately following notification of the unauthorised Transaction and your maximum liability in respect of the Transaction will be €50.
    • 6 will not apply and you will bear all losses and liability for:
    • all Transactions that take place as a result of you or the Account Manager or Cardholder acting fraudulently or failing to comply with these Terms and Conditions with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account.
    • all Transactions that the Partner Platform or any other Account Manager or Cardholder makes on your behalf as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.
    • all unauthorised Transactions that arise from the use of lost or stolen Physical Cards, the Account or Card security information such as but not limited to the Online Portal log in details, API security details, Card number and CVV, if you, the Account Manager or Cardholder fail to keep the security features of the Account, Cards and/or app/device where your Card is registered/stored
  • It is your responsibility to keep us updated of changes to your Information, including e-mail address and mobile numbers. Failure to do so may result in us being unable to contact you regarding your Account or to let you know about changes to these Terms and Conditions.
  • If you request to recall a Transaction due to an error or mistake caused other than by Modulr, we reserve the right to charge you (i) a handling fee of €25 per recall and (ii) any fee payable by Modulr to a third-party bank or institution for handling the
  • You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these Terms and Conditions and/or any breach of these Terms and Conditions by you.

 

9.  DISPUTES AND INCORRECT TRANSACTIONS

  • If you (or an Account Manager or Cardholder) have a reason to believe that (i) a Transaction on your Account was unauthorised or was made incorrectly, (ii) a Physical Card is lost or stolen; or (iii) someone else (other than TPP) knows the security credentials or otherwise has unauthorised access to your Account and/or Card, you must inform us immediately by contacting Customer Services. After you notify us, we will replace a lost, stolen or misappropriated Physical Card and/or security credentials, as
  • We will investigate your claim for a refund of unauthorised or incorrectly executed Transactions, provided at all times that you have notified us without undue delay of becoming aware of such incorrectly executed or unauthorised Transaction and in any case within the timeframes required by the Card Scheme rules if the incorrect Transaction relates to a Card Transaction and for all other Transactions within 13 months of the date of the relevant Transaction. We will not be liable for any unauthorised or incorrectly executed Transactions notified to us after this period.
  • If you dispute a Transaction:
    • subject to 3.2 and 9.3.3 we will immediately refund the amount to your Account to the position it would have been in if the unauthorised Transaction had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Transaction;
    • if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide you with our supporting evidence if we believe you are not entitled to the refund; and
    • if the Transaction was initiated through a TPP, it is for the TPP to prove that, the Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation

9.4. If an incorrect Transaction is paid into your Account that should not have, we will, where possible, immediately send the funds back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds to us and provide such assistance that we require in recovering the amount from you. If we cannot recover the funds, we are required to provide sufficient details about you and the incorrect payment to the bank or institution that sent the payment to enable them to recover the funds.

  • You will be liable for all Transactions made from your Account if you (or the Account Manager or the Cardholder) have acted fraudulently or have failed with gross negligence:
    • to keep the security credentials used to access or use your Account and/or Card safe and secure or otherwise failed to comply with these Terms and Conditions in relation to the safety of your Account and/or Card; or
    • failed to notify us in accordance with 1 above.

 

  • You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:
    • the authorisation did not specify the exact amount;
    • the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary for us to determine if this is correct; and
    • you asked for a refund within 8 weeks of the date the Transaction was debited to your

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

 

10. VARIATION

  • We may change these Terms and Conditions by providing you with at least two months’ prior notice by e-mail (provided you have supplied us with an up-to-date e-mail address).
  • If you do not agree with the changes to the Terms and Conditions, you may at any time within the two months’ notice period notify us and these Terms and Conditions will be terminated and your Account closed free of If you do not notify us to the contrary during this period then you will be deemed to have accepted the change and it will apply to you when it comes into force.
  • If any part of these Terms and Conditions are inconsistent with any legal requirements then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.

11. TERMINATION OR SUSPENSION

  • We can terminate your Account at any time if we give you two months’ notice and transfer any Available Balance at the time to your nominated bank account without a charge, or
  • We can suspend or terminate your Account at any time with immediate effect (and until your default has been remedied or the Agreement terminated) without any prior notice to you if:
    • we discover any of the Information that we hold for you is false, misleading or materially incorrect; or
    • if you, the Account Manager, the Cardholder or a third party has engaged in fraudulent activity, money laundering, terrorism, terrorism financing or other illegal activity in connection with your Account or we have reasonable suspicions in respect of same; or
    • if you have reached your Account Limit; or
    • you or the Account Manager have breached these Terms and Conditions; or
    • we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority.
  • In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent we are permitted by law).

 

12. OUR LIABILITY

  • Our liability in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
    • We shall not be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds;
    • We shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
    • where sums are incorrectly deducted from your Available Balance due to our default, our liability shall be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance;
    • in all other circumstances of our default, our liability will be limited to transferring any Available Balance to your nominated bank account.
  • In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us with all assistance that we reasonably
  • Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.
  • To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly
  • The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.

13. YOUR INFORMATION

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

 

  • We will retain details of individual transactions for six years from the date on which the particular transaction was completed. We will maintain all other records for six years from which we have ceased to provide you with any product or
  • You must update any changes to your Information by contacting Customer
  • If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your Account until we can establish the correct Information, in order to protect us both.
  • If you or the Account Manager allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your

14. COMPLAINTS PROCEDURE

  • Complaints regarding any element of the service provided by us can be sent to Customer
  • All complaints will be subject to our complaints We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you.
  • In most cases we will provide a full response by email to your complaint within fifteen Business Days after the date we receive your complaint. In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five days of the date we received your complaint.
  • If we fail to resolve your complaint to your satisfaction any disputes must be submitted to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands except for as subject to your local statutory If you qualify as a Consumer (i.e. non-business or professional user) you may also refer your complaint to the Financial Services Complaints Tribunal (Kifid – www.kifid.nl).

 

15. GENERAL

  • Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
  • If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
  • You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between You will remain liable until the Account issued to you is terminated. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions.
  • No third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and
  • You can obtain a copy of this Agreement at any time by contacting Customer
  • These Terms and Conditions – including any contractual and non-contractual obligations hereto – are governed by the laws of the Netherlands and you agree to the exclusive jurisdiction of the Courts of Amsterdam.
  • This Account is not covered by a compensation As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made from your Account and will be safeguarded in accordance with our obligations under the Dutch Financial Supervision Act (Wet op het financieel toezicht). In the event that we become insolvent funds that you have loaded which have arrived with and been deposited by us are protected against the claims made by our creditors in line with Dutch law.

15.8. Exclusion of relevant statutory provisions: the following provisions of the Netherlands Civil Code do not apply in the relationship between Modulr and the Introduced Client: articles 7:516, 7:517, 7:518 and 7:519, article 7:520(1), article 7:522(3),

article 7:527, articles 7:529 to 7:531, article 7:534 and articles 7:543, 7:544 and 7:545 Netherlands Civil Code and all legislation pursuant to and/or based on such articles. Furthermore, if not already covered by the articles referred to in the preceding sentence, the rules regarding provision of information in the Market Conduct Supervision (Financial Institutions) Decree (Besluit gedragstoezicht financiële ondernemingen Wft) that follow from Title III PSD2 do not apply. The above contains the exclusion of the relevant provisions of PSD2 as implemented in Dutch law. Consequently, all rules with regard to the content and provision of the information required by Title III of PSD2 and the following provisions of Title IV of PSD2 do not apply to this Agreement: article 62(1), article 64(3), article 72, article 74, article 76, article 77, article 80 and article 89 of PSD2 and all legislation pursuant to and/or based on such articles. This paragraph shall not apply if the Introduced Client is a Consumer.

16. CONTACTING CUSTOMER SERVICES

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