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Modulr EU T&Cs

Part C: 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 and the Introduced Client Application Form constitute the entire agreement between Modulr and you. By signing the Modulr Account Terms and Conditions you accept the terms of the Agreement, or by agreeing to open an  Account and/or using our services, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services using the contact details in the Introduced Client Application Form.

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.

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 and the Introduced Client Application Form, 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.

AML Policy - 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.

Commencement Date - the date set out in the Introduced Client Application Form.

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. Contact details for Customer Services can be found in the Introduced Client Application Form.

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 Article 29 Working Party or the  European Data Protection Board;

Due Diligence Procedure - policies and regulatory obligations.

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

Fees - those fees payable by the Introduced Client and set out in the Introduced Client Application Form.

IBAN - means international bank account number.

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 Application Form - the application form identifying the parties, Modulr Products to be provided and  commercial terms that forms part of the Agreement between an Introduced Client and Modulr. 

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 referred to in the Introduced Client Application Form.

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  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 by 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 the 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

2.1 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 timeframe. Your Cards may also have certain Card Transaction types  disabled, such as cash withdrawals at an ATM.

2.2 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. You can check the limits at any time by contacting Customer Services. You should not make a payment Transaction request which exceeds such.

2.3 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.

2.4 Certain Merchants may require verification that the funds held on your Account will cover the Card Transaction amount and will be authorized by the Merchant. 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.

2.5 To manage our risk, particularly with respect to money laundering, fraud or security concerns, we also apply internal  controls, including limits, to certain types of payment. We change these as necessary but for security purposes, we do not  disclose them. 

3. SCOPE OF THESE TERMS AND CONDITIONS

3.1 Your Account is an electronic money account (and therefore is not a traditional bank account) and the electronic money 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.

3.2 The types of Transactions enabled for your Account are set out in the Introduced Client Application Form or as subsequently enabled by us. 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.  

3.3 This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.

3.4 You agree that we or the Partner Platform may communicate with you by e-mail or telephone for issuing any notices or  information about your Account and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated.

3.5 You can request a copy of these Terms and Conditions at any time by contacting Customer Services.

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

4. OPENING YOUR ACCOUNT

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

5. USING THE ACCOUNT

5.1 Your Account can receive bank transfers and other payment types as added and notified to you by Modulr from time to time. Subject to paragraph 5.3, we will credit your Account when we receive the funds which could be up to three Business  Days after the payment being instructed, depending on how the payment was sent.

5.2 Your Account can also receive internal transfers from other Modulr Accounts owned or controlled by the Partner Platform,  which apply instantly.

5.3 An incoming payment will not be credited to your Account if:

5.3.1 the Account has reached the Account Maximum Balance or Account Limits; or 
5.3.2 the Account is blocked or terminated; or  
5.3.3 the sender has provided incorrect/invalid Account Details for your Account; or  
5.3.4 we suspect the payment to be fraudulent.

5.4 If we are unable to credit your Account for any of the reasons in paragraph 5.3 then the funds may be sent back to the  sender without a prior notification to you.

5.5 Your Account will be configured and operated by the Partner Platform. You agree that Modulr and we may take  instructions from the Partner Platform regarding the operation of your Account, including the creation of beneficiaries and  instruction of payments, on your behalf. We and Modulr have no liability for actions taken by the Partner Platform. If you  disagree with any actions taken by the Partner Platform these should be discussed with the Partner Platform. 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).

5.6 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 possible. 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.

5.7 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 API.  

5.8 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 Card. 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.

5.9 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.

5.10 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 follows.

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.

5.11 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 3DS. When you use 3DS, you agree that the following shall apply in relation to your use of  the Card:

5.11.1 You must provide us with your mobile phone number before you can use 3DS. You must ensure that your mobile phone can receive SMS at the time of your purchase.
5.11.2 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.  
5.11.3 Without your One-Time Passcode, you will not be able to make purchases from participating Merchants.  5.11.4 If you update your mobile phone number then you must notify us immediately of your new details, to ensure our records are correct.  
5.11.5 The One-Time Passcode is valid for the purchase you received it for. You are responsible for the security and  confidentiality of your One-Time Passcode and must not share it with anyone else.  
5.11.6 You will be responsible for any fees or charges imposed by your mobile phone service provider in connection with  your use of 3DS.

5.12 A Transaction is deemed to be authorised by you, when you or your Account Manager or Partner Platform:

5.12.1 enters the security information on the Modulr Online Portal to confirm a Transaction is authorised, or when it is  instructed via the Modulr API with the relevant security credentials;
5.12.2 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;  
5.12.3 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;  
5.12.4 when you give instructions through a third party (such as the recipient of a Payment Initiation Service Provider). Once the Transaction is confirmed, we cannot revoke the Transaction save for in those circumstances set out in paragraph 5.13  below

5.13 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.  

5.14 Cancelling a recurring Card Transaction with us will not cancel the agreement with the organisation you are paying. It is your responsibility to tell the organisation collecting the payment about the changes to your instructions.  

5.15 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 5.17 apply. You agree that once we make this negative balance known to you, we will charge you  the amount of the 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.

5.16 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.

5.17 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.

5.18 The Available Balance on your Account will not earn any interest.

5.19 You can check the balance and Transaction history of your Account at any time via the interface provided to you by the  Partner Platform or by contacting Customer Services, or the Online Portal if you have relevant access details.  5.20 You will be provided with a monthly statement free of charge setting out information relating to individual payment  Transactions by the Partner Platform or us (using the details we have associated with your Account).  

6. THIRD PARTY ACCESS

6.1 You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided  such TPP has identified itself to us and it has acted in accordance with the relevant regulatory requirements. We will treat any  instruction from an TPP as if it was from you or an Account Manager.

6.2 We may deny a TPP access to your Account if we are concerned about unauthorised or fraudulent access by that TPP.  setting out the reason for such denial. Before doing so, we will tell you that we intend to deny access and give our reasons for  doing so, unless it is not reasonably practicable, in which case we will immediately inform you afterwards. In either case, we will  tell you in the manner in which we consider most appropriate in the circumstances. We will not tell you if doing so would  compromise our security measures or would otherwise be unlawful.

6.3 If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to us sharing your information with the TPP as is reasonably required for them to provide their services to you. You must let us know if you withdraw this permission and we recommend  you let the TPP know. On notification from you, we will not provide such TPP access to your Account or the data in it.

7. CLOSING YOUR ACCOUNT

7.1 You may close your Account by contacting Customer Services. Please refer to your contract with the Partner Platform for any terms relating to your need to maintain your Account.

7.2 The Account will be closed if the Partner Platform instructs us to close your Account (in which case the Partner Platform will inform you of this instruction).

7.3 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.

7.4 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

8.1 You are responsible for understanding and complying with the Agreement including these Terms and Conditions.  

8.2 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:

8.2.1 we are concerned about the security of or access to your Account and/or your Card;  
8.2.2 we know or suspect that that your Account and/or Card is being used in an unauthorised or fraudulent manner;  
8.2.3 we need to do so in order to comply with the law or otherwise for regulatory or crime prevention purposes;  
8.2.4 the Transaction would breach the limits applicable to your Account and/or Card;  
8.2.5 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.

8.3 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.

8.4 You, the Account Manager or Cardholder must not:

8.4.1 allow another person to use security information related to the Account, Cards and/or app/device you use to make Transactions,  
8.4.2 write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or 
8.4.3 disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.

8.5 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 times.  If you visit a website or receive a message that asks for your password, other than the Modulr website, this should be reported  to us. If you are in doubt whether a website is genuine, you should contact Customer Services. If you have any indication that  your Account, password or other security information has been compromised, you must immediately change your password  and notify us as soon as possible.

8.6 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.

8.6.1 8.6 will not apply and you will bear all losses and liability for: 
8.6.2 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. 
8.6.3 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.  
8.6.4 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 safe.

8.7 It is your responsibility to keep us updated of changes to your Information, including e-mail address and mobile numbers.  Failure to do so may result in us being unable to contact you regarding your Account or to let you know about changes to these  Terms and Conditions. 

8.8 If you request to recall a Transaction due to an error or mistake caused other than by Modulr, we reserve the right to  charge you (i) a handling fee of 25 per recall and (ii) any fee payable by Modulr to a third-party bank or institution for handling  the recall.

8.9 You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service  providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including  these Terms and Conditions and/or any breach of these Terms and Conditions by you.

9. DISPUTES AND INCORRECT TRANSACTIONS

9.1 If you (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  appropriate.

9.2 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.

9.3 If you dispute a Transaction:

9.3.1 subject to 9.3.2 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;  
9.3.2 if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Transaction), we may investigate before giving you a refund and we will provide  you with our supporting evidence if we believe you are not entitled to the refund; and  
9.3.3 if the Transaction was initiated through a TPP, it is for the TPP to prove that, the Transaction was authenticated, service.

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.

9.5 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:

9.5.1 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  
9.5.2 failed to notify us in accordance with 9.1 above.

9.6 You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:

9.6.1 the authorisation did not specify the exact amount;  
9.6.2 the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous  spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary  for us to determine if this is correct; and  
9.6.3 you asked for a refund within 8 weeks of the date the Transaction was debited to your Account.  In such circumstances we will refund you within 10 Business Days of receiving your claim for a refund or, where applicable,  within 10 Business Days of receiving any further information we requested - or we will provide you with reasons for refusing  the refund.

10. VARIATION

10.1 We may change these Terms and Conditions by providing you with email (provided you have supplied us with an up-to-date e-mail address). 

10.2 period notify us and these Terms and Conditions will be terminated and your Account closed. If you do not notify us to the contrary during this period then you will be deemed to have accepted the change and it will apply to you when it comes into force.

10.3 If any part of these Terms and Conditions are inconsistent with any legal requirements then we will not rely on that part  but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can  fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.

11. TERMINATION OR SUSPENSION

11.1 time to your nominated bank account without a charge, or  

11.2 We can suspend or terminate your Account at any time with immediate effect (and until your default has been remedied  or the Agreement terminated) without any prior notice to you if: 

11.2.1 we discover any of the Information that we hold for you is false, misleading or materially incorrect; or  
11.2.2 if you, the Account Manager, 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  
11.2.3 if you have reached your Account Limit; or  
11.2.4 you or the Account Manager have breached these Terms and Conditions; or  
11.2.5 we are required to do so under any applicable law or regulation or at the direction of any regulatory, law  enforcement or other competent authority.

11.3 In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent we are permitted by law).

12. OUR LIABILITY  

12.1 Our liability in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:

12.1.1 We shall not be liable for any default resulting directly or indirectly from any cause beyond our control, including but  not limited to, a lack of funds;  
12.1.2 We shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
12.1.3 where sums are incorrectly deducted from your Available Balance due to our default, our liability shall be limited to  payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance;
12.1.4 in all other circumstances of our default, our liability will be limited to transferring any Available Balance to your  nominated bank account.

12.2 In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your  support to enable us to recover the incorrect deduction, you agree to provide us with all assistance that we reasonably require. 

12.3 Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.

12.4 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded. 

12.5 The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection  with these Terms and Conditions

13. YOUR INFORMATION

13.1 Some personal data will be necessary for us to provide you with the Account and services under this Agreement. 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.

13.2 We will retain details of individual transactions for six years from the date on which the particular transaction was completed. We will maintain all other records for six years from which we have ceased to provide you with any product or  service.

13.3 You must update any changes to your Information by contacting Customer Services.

13.4 If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your Account until  we can establish the correct Information, in order to protect us both.

13.5 If you or the Account Manager allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your information.

14. COMPLAINTS PROCEDURE

14.1 Complaints regarding any element of the service provided by us can be sent to Customer Services.  

14.2 All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you.

14.3 In most cases we will provide a full response by email to your complaint within fifteen Business Days after the date we receive your complaint. In exceptional circumstances where we are unable to respond in full to your complaint, we will inform  you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall  be within thirty-five days of the date we received your complaint.

14.4 If we fail to resolve your complaint to your satisfaction 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 rights. 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

15.1 Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a  waiver of that right or remedy or preclude its exercise at any subsequent time.

15.2 If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in  full force and effect.

15.3 You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until the Account issued to you is terminated. We may assign our  rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms  and Conditions.

15.4 No third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions.

15.5 You can obtain a copy of this Agreement at any time by contacting Customer Services.

15.6 These Terms and Conditions - including any contractual and non-contractual obligations pursuant hereto - are governed by the laws of the Netherlands and you agree to the exclusive jurisdiction of the Courts of Amsterdam.

15.7 This Account is not covered by a compensation scheme. As a responsible e-money issuer, we will ensure that once we have received your funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made from  your Account and will be safeguarded in accordance with our obligations under the 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

16.1 Customer Services are provided by the Partner Platform. The details are available in your Introduced Client Application Form.