Terms and conditions

TERMS AND CONDITIONS

TABLE OF CONTENTS

TERMS AND CONDITIONS

  1. CONTACT AND REGULATORY INFORMATION
  2. INTERPRETATION
  3. SERVICES
  4. AUTHORISED USERS
  5. CUSTOMER SERVICES
  6. TERM AND TERMINATION
  7. INTELLECTUAL PROPERTY
  8. FORCE MAJEURE
  9. ASSIGNMENT TRANSFER AND SUBCONTRACTING
  10. LIABILITY
  11. REPORTS
  12. DATA PRIVACY
  13. CHANGES TO THE AGREEMENT
  14. GENERAL

TERMS OF USE

  1. DEFINITIONS
  2. ACCOUNT & CARD LIMITS
  3. CARDS
  4. SCOPE OF THESE TERMS OF USE
  5. OPENING YOUR ACCOUNT
  6. USING THE ACCOUNT
  7. THIRD PARTY ACCESS
  8. CLOSING YOUR ACCOUNT
  9. YOUR LIABILITY AND AUTHORISATIONS
  10. DISPUTES AND INCORRECT TRANSACTIONS
  11. VARIATION
  12. TERMINATION OR SUSPENSION
  13. OUR LIABILITY
  14. YOUR INFORMATION
  15. COMPLAINTS PROCEDURE
  16. GENERAL

SCHEDULE A (MFBV INTRODUCED CLIENT SCHEDULE / INTRODUCED CLIENT TERMS OF BUSINESS BACKGROUND)

  1. INTERPRETATION
  2. MODULR PRODUCTS
  3. AUTHORISED USERS
  4. ACCESSING MODULR PRODUCTS THROUGH A PARTNER PLATFORM
  5. CUSTOMER SERVICES
  6. TERM AND TERMINATION
  7. INTELLECTUAL PROPERTY
  8. FORCE MAJEURE
  9. ASSIGNMENT TRANSFER AND SUBCONTRACTING
  10. LIABILITY
  11. REPORTS
  12. DATA PRIVACY
  13. CHANGES TO THE AGREEMENT
  14. GENERAL

SCHEDULE 1: CARD OBLIGATIONS

  1. INTRODUCTION
  2. TRANSACTIONS DISPUTES AND CHARGEBACKS
  3. CARDHOLDERS
  4. WITHDRAWAL OF CARDS; CHANGE OF CARD SCHEME; AND CONDITIONS FOR TOKENISATION SERVICES

THE MODULR ACCOUNT TERMS AND CONDITIONS; IMPORTANT INFORMATION YOU NEED TO KNOW

  1. DEFINITIONS
  2. ACCOUNT & CARD LIMITS
  3. SCOPE OF THESE TERMS AND CONDITIONS
  4. OPENING YOUR ACCOUNT
  5. USING THE ACCOUNT
  6. THIRD PARTY ACCESS
  7. CLOSING YOUR ACCOUNT
  8. YOUR LIABILITY AND AUTHORISATIONS
  9. DISPUTES AND INCORRECT TRANSACTIONS
  10. VARIATION
  11. TERMINATION OR SUSPENSION
  12. OUR LIABILITY
  13. YOUR INFORMATION
  14. COMPLAINTS PROCEDURE
  15. GENERAL
  16. CONTACTING CUSTOMER SERVICES

FEES

TREEPLANTERS AD AGREEMENT

TERMS AND CONDITIONS   These terms and conditions govern the use of the Services as defined in this document, which is supplied by Modulr Finance B.V. (“Modulr”) including the provision of an electronic money account for businesses and associated payment services, which are provided to you by Necoco Limited (“Necoco”, “we”) under TreePlanter’s AD (“TreePlanters”) brand TreePlanters, to any person whose application we approve (“Client”, “Introduced Client”, “you”, “your”), (each a “Party” and collectively the “Parties”). By applying for and using Services as defined in this document, you confirm that you accept these Terms and Conditions, and that you agree to comply with them (including all the parts of the document). If you do not agree to these Terms and Conditions (“Terms and Conditions”, “Client Terms of Business”, “Agreement”), that include Schedule A: MODURL INTRODUCED CLIENT TERMS OF BUSINESS, you must not use our website, Services or make an application. THE PARTIES AGREE AS FOLLOWS:
  1. Contact and Regulatory Information
We will communicate with you in English (the language in which these Terms and Conditions were agreed with you on registration for your Account). Key information relating to your Transactions will be provided to you at the email address you register with us and/or in your Account. You may access, download and print this information at any time by logging in to your Account. In addition, you agree that we may provide notices or other information to you from time to time by posting it in your Account, emailing it to your registered email address, mailing it to your registered physical address, calling you by phone or sending you mobile messages. Notices to you by email or mobile messages shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Notices sent by registered mail shall be deemed to have been received three days after the date of mailing.
  • Your Card or Account can be managed online at TreePlanters.clubor via email to support@treeplanters.club or by phone to +357 25250507. To report your Cards lost or stolen please call +357 25250507 or email: support@necoco.tech to contact customer service (“Customer Service”).
  • The issuer for Your TreePlanters Account and provider of the Payment Services is Modulr Finance B.V., a company registered in the Netherlands under company number 81852401, whose registered office is at Weteringschans 165 C, 1017 XD Amsterdam.
  • Modulr is regulated by De Nederlandsche Bank N.V. for issuance of electronic money under reference number R182870 .
  • Necoco is the programme manager and Partner Platform of Modulr. Necoco is registered in The Republic of Cyprus with registered office at Promachon Eleftherias, Office 8 -9, ELLINAS BUILDING, 4103, Ayios Athanasios, Limassol.
  • Tree Planters AD is a brand owner and partner of Necoco Ltd. Tree Planters’ is registered in Bulgaria, with registered office at Blagoevgrad, Petrich 2850, Blvd. KING BORIS III No. 9.
  1. Interpretation
  • In these Client Terms of Business: (a) a reference to a clause is a reference to a clause in these Client Terms of Business; (b) headings are for reference only and shall not affect the interpretation of these 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.
  1. Services
  • Necoco will make available to the Client such services as described in the application process or on TreePlanters.club (“Website”) .
  • The Client agrees to Necoco and TreePlanters providing all such information to Modulr who has the right to check and verify the identity of the Client, its directors, beneficial owners and Authorised Users as required by law.
  • The Client acknowledges that a search of the available public registers may take place for anti-money laundering purposes on the individuals and legal entities.
  • The Client acknowledges that the individuals legal entities, 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 prevention.
  • The Account is provided by NECOCO to the Client in accordance with the these Terms and Conditions including Modulr Introduced Client Terms of Business. Services provided to the Client under this Agreement are for the sole use by the Client.
  • The Client can use the Account and Cards (where applicable) to make Transactions on the terms and conditions set out in the NecocoTerms and Conditions. A record of all Transactions relating to the Account can viewed on the Website or accessed via the Online Portal (as applicable).
  • The Client shall promptly notify Customer Service as soon as it becomes aware login and security information enabling access to its Necoco Services have been lost, stolen or compromised.
  • From time to time Necoco may carry out additional checks on the 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 law. Necoco may contact the Client or Modulr (as applicable) for such purposes. The Client agrees to provide such information as necessary.
  • The Client shall comply with all legislation and regulation as it applies to the Client. Any failure to comply with relevant legislation or regulation shall be considered amaterial breach of the Agreement and may result in Necoco discontinuing the provision of the Services as set out in clause 4.
  • The Client shall implement as appropriate Necoco’s reasonable security recommendations it notifies to the Client from time to time.
  1. Authorised Users
  • Access to the Services is restricted to individuals that have been designated by the Client as Authorised User/s.
  • The Client must notify Necoco of all individuals it wishes to be an Authorised User.
  • Each Authorised User is permitted to access and use the Services in accordance with these Client Terms of Business.
  • The Client will be responsible for training its Authorised Users in the appropriate use of Necoco Services.
  • The Client shall ensure its Authorised Users;
  • take all reasonable care to ensure Services 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 Client’s Necoco Account.
  • The Client acknowledges and agrees that each Authorised User is authorised by the Client to act on its behalf. Necoco shall deem any instruction given by an Authorised User is an instruction given by the
  • The Client is responsible to provide Necoco with KYC documents of each Authorised User. Necoco may refuse to accept any Authorised User at its sole discretion.
  • The Client will be responsible for timely notification to Necoco of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of Services by an Authorised User until Necoco has had three full Business Days to act on any received notice.
  1. Customer Services
  • The Client can contact Customer Services if it has any queries about the Services. Information may be requested from the Client, including but not limited to, its Authorised Users, Personal and Identity details, Cardholders or Transaction information so that it can verify the identity of an Authorised User, the Cardholder and/or the Necoco Services provided to such Client.
  • Any information shared by the Client will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the 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 Client on behalf of such third party.
  • As part of Necoco’s commitment to providing a quality customer service, its managers may periodically monitor telephone communications between its employees and Clients to ensure that Necoco’s high quality service standards are maintained. The Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.
  1. Term and Termination
  • This Agreement shall commence on the date the Client receives confirmation from Necoco (where applicable) of its successful application for Services and shall continue until terminated by the Client, Necoco or Modulr.
  • The Client may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
  • Necoco may terminate this Agreement and close the Client’s Account(s) by providing the Client with at least two months’ notice.
  • Necoco may suspend or terminate this Agreement immediately if, for any reason, the 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. Necoco 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 Client are closed (for any reason).
  • Necoco may terminate or suspend this Agreement in whole or in part immediately by giving written notice to the Client, if Modulr as the issuer, ceases to provide issuance of electronic money. Necoco may terminate this Agreement in whole or in part by giving written notice to the Client if its cooperation with Modulr will be terminated.
  • On termination of this Agreement for any reason, any balance remaining in the Client’s Account(s) shall be returned to the Client in accordance with these Terms and Conditions. The 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 Necoco such amount equal to the negative balance.
  1. Intellectual Property
  • The Introduced Client acknowledges all Intellectual Property Rights in the NECOCO Services are owned by Necoco or provided under licence of Modulr. Necoco grants the Client a non-exclusive, royalty-free licence for the duration of this Agreement to access and use the Services only for the purpose contemplated by this Agreement.
  • Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the
  1. Force Majeure
  • Necoco will not be liable for the non-performance or failure to provide any part of the Services occurring as a result of any events that are beyond the reasonable control of Necoco, 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 Necoco has no reasonable control.
  1. Assignment Transfer and Subcontracting
  • The Services provided to the Client are personal to the Client. The 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 Necoco. This clause shall have proprietary effect .
  • The Client agrees Necoco 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 Agreement. Necoco may subcontract any of its obligations under this Agreement.
  • In the event of any transfer of this Agreement by Necoco to another service provider, Necoco will notify the Client no later than two months before the proposed transfer; if the Client does not want to transfer to the new provider, the Client must notify Necoco of its objection in writing to Customer Services. On receipt of such notification, Necoco will terminate this Agreement. Any balance remaining in the Client’s Account(s) will be returned to the Client in accordance with the redemption procedure set out in these Terms and Conditions.
  1. 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.
  • Necoco makes no warranty that access to and use of the Services will be uninterrupted or error free.
  • The Client acknowledges and agrees that Necoco is not liable to the Client for any loss, liability or damages the 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.
  • Necoco shall not be liable to the Client for any loss or damage the 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 Services.
  • The Client agrees to indemnify Necoco against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Necoco directly or indirectly incurs or which are brought against Necoco if the Client, or an Authorised User, or a Cardholder has acted fraudulently, been negligent or has misused a Necoco or any of the services provided under this Agreement.
  • Necoco shall not be responsible in any way for any interest or claims of any third parties in respect of the Services, except as required by law or regulation.
  • The Client acknowledges and agrees that Necoco and Modulr are not liable and/or responsible for any auxiliary or complimentary services, whether provided directly or arranged by TreePlanters through third-party providers, which are unrelated to Services as described in these Terms and Conditions. Auxiliary services refer to any additional services or activities that are not explicitly included within these Terms and Conditions, or any subsequent modifications thereof.
  • The Client acknowledges and agrees that Necoco and Modulr shall not be liable for any claims, damages, losses, expenses, or costs arising out of or related to the provision or performance of the auxiliary services provided directly or arranged by TreePlanters through third-party providers.
  • TreePlanters assume all responsibility and liability for the selection, arrangement, and provision of the auxiliary services. The Client acknowledges that Necoco’s and Modulr’s responsibility are limited to the provision of the Services outlined in these Terms and Conditions.
  1. Reports
  • Necoco may make available certain management or other reporting or business administration functionality via the Website.
  • Necoco may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.
  1. Data Privacy
  • Necoco will collect and retain personal information about the Client and each Authorised User and Cardholder to enable Necoco to deliver the Services, other services linked to it and deal with any enquiries that the Client may have about it. Necoco is the data controller of the personal information gathered by Necoco for such purpose. If Necoco uses a third party to provide a part of the Services 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 ofuse. Necoco will, at such third-party provider’s direction, process personal data on its behalf, for example, to enable Necoco to provide Customer Services to the Client.
  • Necoco processes personal information in accordance with relevant laws on the protection of personal data. Necoco may anytime share these data with Modulr as the issuer of the Accounts.
  • If Necoco transfers the Client’s information to a third party in a country outside of the European Economic Area Necoco will ensure that the third party agrees to apply the same levels of protection that Necoco is legally obliged to have in place when Necoco processes personal data.
  • Further information about how Necoco uses personal information can be found in Necoco’s Privacy Policy; please contact Customer Services for a copy of this or read Privacy Policy on https://necoco.tech/index.php/privacy-policy-2/.
  1. Changes to the Agreement
  • Necoco may amend or modify this Agreement by giving two months’ notice to the Client unless Necoco is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Client by such other means that Necoco agreed with the Client, for example by email.
  • The Client has no obligation to accept such amendments proposed by Necoco.
  • The Client will be taken to have accepted any change to this Agreement that Necoco notifies to the Client unless the Client notifies Necoco otherwise before the relevant change takes effect. In such circumstances, Necoco will treat notice of objection by the Client as notification that the Client wishes to terminate this Agreement and the use of all Services immediately. All Accounts of the Client will be closed and any balance remaining in the Client’s Account will be returned to the Client. In such circumstances, the Client will not be charged a fee for the Account closure and return of any balance.
  1. General
  • In these Terms and Conditions, headings are for convenience only and shall not affect the interpretation of these Terms and Conditions.
  • Any delay or failure by Necoco to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Necoco 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 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 – and any contractual and non-contractual obligation pursuant hereto – is governed by the laws of the Republic of Cyprus and the Client agrees that any disputes hereunder (including non-contractual disputes) shall be under the exclusive jurisdiction of the competent Courts of Cyprus, or if any contractual and noncontractual obligation fall under Modulr Introduced Client Terms of Business, shall be governed by the laws of the Netherlands and under the exclusive jurisdiction of the competent Courts of Amsterdam, Netherlands.
TERMS OF USE Please read these Terms carefully before you agree to use an Account or any related services provided by or through us. By accepting these Terms and Conditions you accept ALL the terms of the Agreement, Terms of Use, and including Schedule A: Modulr Introduced Client Terms of Business, or by agreeing to open an Account and/or using our services, you accept Terms and Conditions. If there is anything you do not understand, please contact Customer Services. ALL the terms of the 1. Agreement, 2. Card Obligation and 3. Terms of Use constitute the entire agreement between Necoco and you.
  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 provided by us in accordance with these Terms and Conditions. Account Information Service Provider – means a thirdparty 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 individual (for consumer accounts) or entity legally responsible for an Account. Additional Services – means compliance services, due diligence on payments, compliance/AML/IT consultation, legal expenses, recalls, location of transactions, etc. Agreement – The agreement for your Account made up of these Terms and Conditions Application Programming Interface (API) – means the interfaces to directly instruct Client Accounts via the Client’s Platform’s own application. AML Policy – Necoco’s written policy on anti-money laundering and counter terrorist financing as may be amended from time to time by Necoco. Applicant – A customer who applies for Services but is yet to be accepted by Necoco as a 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 and Cyprus. 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 Part 2, clause 2 of these Terms and Conditions. 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, (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 – Necoco’s procedures for carrying out due diligence on Applicants and 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. Fee or Fees – means the fees payable by the Client for the Services as specified at https://TreePlanters.club/feesandlimits/ or separate Fee structure provided to you by Necoco. 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; “Charges” – means the charges payable by you for the Services and Additional Services as specified https://TreePlanters.club/feesandlimits/ or separate Fee structure provided to you by Necoco. Client – Any client of Necoco which has been accepted by Necoco and whose account is operated by Necoco based on instructions the Necoco Platform receives from the Client (where relevant). Merchant- means a merchant authorised to accept Card Scheme-branded Cards. Necoco Client Terms and Conditions – This agreement, between Necoco and the Client which governs the terms on which the Client may use its Account or Card. Services – those products, including but not limited to the Account described by Necoco 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 Necoco, or Platform, for the Client to access via the public internet, subject to applicability based on the Client’s agreement and requirements agreed with Necoco, and can be used for the management of accounts. Partner Platform – means Necoco platform that is permitted by Modulr to introduce and act on behalf of Introduced Clients, and permitted by you to act as an Authorised User. 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 the Services from time to time) made via SWIFT. SWIFT Outbound Payment – an outbound payment (in such currencies as may be supported by the Services 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 Necoco – Necoco Limited, a company registered in the Republic of Cyprus with number HE421114, whose registered office is at Promachon Eleftherias, Office 8 – 9, ELLINAS BUILDING, 4103 Ayios Athanasios, Limassol, Cyprus. 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 Clients can login to in order to use the Necoco’s Services. you, your – The Account Owner, also referred to as a Client.
  1. 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 place a “pre-authorisation” on your Card. This amount will be unavailable to you until the Card Transaction is completed or released 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, Necoco must support to 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.
  1. CARDS
These terms shall apply where Virtual Cards and/or Physical Cards are included within the Services. 3.1 Transactions Disputes and Chargebacks 3.1.1 For the purposes of these Client Terms and Conditions, a “Chargeback” means a refund of a Card Transaction after the Client (or Necoco on its behalf) successfully disputes the Card Transaction as permitted by the Card Scheme rules. 3.1.2 The Client shall provide Necoco all relevant information in relation to Virtual Card Transaction as may be required by Necoco to resolve the dispute in accordance with applicable law and, where applicable, to raise a Chargeback in accordance with Card Scheme rules through Modulr. 3.1.3 The Client agrees that Card Scheme’s decision on the validity of the Chargeback is final and binding and that in the event a Chargeback is not successful or is subsequently reversed the Client will be liable for the amount of the disputed Card Transaction. 3.1.4 The issuer, Modulr shall at its discretion not refund a Chargeback to the Introduced Client until the relevant challenge periods have passed under the relevant Card Scheme rules unless it is required to do under relevant law or regulation. 3.2 Cardholders 3.2.1 Where corporate Cards are made available to the Client as part of Services, Client will be able to designate individuals as Cardholders permitted to use certain Cards. 3.2.2 The Client must notify Necoco of all individuals it wishes to be Cardholders and shall not permit any other person to use the Cards. 3.2.3 The Client shall be responsible for ensuring that each Cardholder is informed of the Necoco Client Terms and Conditions as they apply to the Cards and the Client shall ensure that the Cardholder complies with them. 3.2.4 In addition to clause 3.3 above, Client shall be responsible for ensuring that each Cardholder reads and accepts the Necoco Client Terms and Conditions, which shall be made available to the Cardholder by the Client. Client shall keep a record of each Cardholder’s confirmation given in accordance with this clause and shall promptly make such records available to Necoco on request. 3.2.5 The Client is responsible to provide Necoco with KYC documents of each Cardholder. Necoco may refuse to accept any Cardholder at its sole discretion. 3.2.6 The Client shall ensure its Cardholders take all reasonable care to keep any security credentials relating to the use of Cards, such as PIN or any access or similar codes, where applicable, confidential and in accordance with the Necoco Client Terms and Conditions and Modulr Introduced Client Terms of Business. Where Cards are enabled to be registered/stored within third party apps/devices, the security credentials relating to those third party apps/devices will also be deemed to be security credentials relating to the use of Cards. 3.2.7 The Client acknowledges and agrees that each Cardholder is authorised by the Client to act on its behalf. Necoco shall deem any instruction given by a Cardholder with respect to Card Transactions as an instruction given by the Client and the Client shall be responsible for all actions and the use of Physical or Virtual Cards by any Cardholder. 3.2.8 In the event of any changes to this Agreement, Necoco Client Terms and Conditions, or if the Client’s Account and/or Card is suspended, cancelled or terminated, it is the Client’s responsibility to communicate any such changes and/or any information regarding the suspension, cancellation or termination to each Cardholder. 3.3. Withdrawal of Cards; Change of Card Scheme; and Conditions for Tokenisation Services 3.3.1 Necoco reserves the right to: 3.3.3.1 cease providing Cards as part of Services for any reason; 3.3.3.2 provide Cards issued under a different Card Scheme; and 3.3.3.3 cease or amend the ability for Cards to be registered/stored within one or more third party apps/devices. 3.3.2 Necoco shall provide to Client tokenisation services subject to, where applicable, prior approval of the Clients by the relevant tokenisation provider (Apple Pay and/or Google Pay). Necoco shall not be liable to the Client in the event approval is not granted or is later withdrawn by the relevant tokenisation provider.
  1. SCOPE OF THESE TERMS OF USE
4.1 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 provided to you by us. Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us, and between you and Modulr, therefore the relations are separate.. 4.2 The types of Transactions enabled for your Account will be explained to you before or during the application process, or as subsequently enabled by us. The terms of these Necoco Client 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. 4.3 This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account. 4.4 You agree that we or Modulr 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. 4.5 You can request a copy of these Terms and Conditions at any time by contacting Customer Services. 4.6. By accepting these Terms and Conditions, you acknowledge that the Dutch or Cypriot Deposit Guarantee Scheme or other government sponsored insurance does not apply to funds held in the Account.
  1. OPENING YOUR ACCOUNT
5.1 Your Account will be opened on your behalf by Necoco. You may only hold an Account so long as you remain an approved client of Necoco, that provided you with your account details.
  1. USING THE ACCOUNT
6.1 Your Account can receive bank transfers and other payment types as added and notified to you by Necoco 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. 6.2 Your Account can also receive internal transfers from other Necoco Accounts issued by Modulr, which apply instantly. 6.3 An incoming payment will not be credited to your Account if: 6.3.1 the Account has reached the Account Maximum Balance or Account Limits; or 6.3.2 the Account is blocked or terminated; or 6.3.3 the sender has provided incorrect/invalid Account Details for your Account; or 6.3.4 we suspect the payment to be fraudulent. 6.4 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. 6.5 Your Account will be configured and operated by Necoco. You agree that Modulr may take instructions from Necoco regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf. If you disagree with any actions taken by Necoco these should be discussed directly with Necoco. Necoco has no liability for actions taken by the Client on Online Portal. You are responsible for all actions of the Account Manager and any Cardholder in relation to the Account and/or Card(s). 6.6 Your Account can make payments out to external bank accounts via SEPA Transfer, Faster Payments, SWIFT Payments (if selected and available) and other methods as added and notified to you by Necoco from time to time. With regard to SEPA Transfers, these will be automatically processed as inbound and outbound SEPA payments via SEPA Instant Credit Transfers where possible. In the event that such payments cannot be processed via SEPA Instant Credit Transfers, the payments will default to being made via SEPA Credit Transfers. 6.7 Where Cards are made available to you, your Account can be used to fund Card Transactions. You or your Account Manager can request a Virtual Card or a Physical Card to be issued to you via the Online Portal. 6.8 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. 6.9 The value of any Card Transaction, together with any applicable fees and charges, will be deducted from your Account upon receipt of the authorisation request from the Merchant. 6.10 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. 6.11 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: 6.11.1 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. 6.11.2 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. 6.11.3 Without your One-Time Passcode, you will not be able to make purchases from participating Merchants. 6.11.4 If you update your mobile phone number then you must notify us immediately of your new details, to ensure our records are correct. 6.11.5 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. 6.11.6 You will be responsible for any fees or charges imposed by your mobile phone service provider in connection with your use of 3DS. 6.12 A Transaction is deemed to be authorised by you, when you or your Account Manager: 6.12.1 enters the security information on the Online Portal to confirm a Transaction is authorised, or when it is instructed via API with the relevant security credentials; 6.12.2 when you or your Account Manager submits a request for a creation of a Virtual Card via the Online Portal, 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; 6.12.3 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; 6.12.4 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. 6.13 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. Notifying us doesn’t ensure that the transaction will be successfully cancelled. 6.14 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. 6.15 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 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. 6.16 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. 6.17 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. 6.18 The Available Balance on your Account will not earn any interest. 6.19 You can check the balance and Transaction history of your Account at any time by contacting Customer Services, or the Online Portal if you have relevant access details. 6.20 You will access to your Account statement at any time setting out information relating to individual payment Transactions. 6.21 The Services are not a credit or bank product, you must therefore ensure that you have a sufficient Available Balance from time to time to pay for your Transactions and applicable Fees. If for any reason a Transaction is processed, and the Transaction amount exceeds the Available Balance, you must repay us the amount of such excess immediately and we shall be entitled to stop any existing or subsequent Transactions from proceeding. In case you don’t have sufficient balance to pay the Fees, these can be deducted from your Available balance at any time when the funds are available. 6.22 Compliance, legal and administration Fees and Charges can be deducted directly from your balance. You must therefore ensure that you have a sufficient Available Balance from time to time to pay for your applicable Fees and Charges. If agreed, a separate invoice will be issued to you, however if for any reason these Fees and Charges are not settled within the period of 15 days, we shall be entitled to stop any existing or subsequent Transactions from proceeding and hold any services requested. 6.23 We cannot be held liable for the payment process or fees associated with bank(s) and or intermediary bank(s) to process payments from you to us. Any fee(s) charged by third parties, not limited to receiving, processing or crediting a payment for you will be deducted before crediting the remaining balance to you. Any further fees for the transactions will be ducted directly from your balance. 6.24 The value of each Transaction and the amount of any Fees payable by you under this Agreement will be deducted from the Available Balance. 6.25 You will remain responsible for the use of the Services, and for any Fees and charges incurred by the Cardholder(s) or the Account Manager, and you will continue to be regarded as the holder of any funds already or subsequently loaded on the Account. The use of a Card in relation to which an Cardholder has been registered will be regarded as confirmation that you have provided the Cardholder with this Agreement. 6.26 We shall have the absolute right to set-off, transfer, or apply sums held in the Account(s) or Cards in or towards satisfaction of all or any liabilities and Fees owed to us that have not been paid or satisfied when due.
  1. THIRD PARTY ACCESS
7.1 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. 7.2 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. 7.3 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.
  1. CLOSING YOUR ACCOUNT
8.1 You may close your Account by contacting Customer Services. Please refer to terms relating to your need to maintain your Account. 8.3 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. 8.4 Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via SEPA Transfer. 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.
  1. YOUR LIABILITY AND AUTHORISATIONS
9.1 You are responsible for understanding and complying with the Agreement including these Terms and Conditions. 9.2 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: 9.2.1 we are concerned about the security of or access to your Account and/or your Card; 9.2.2 we know or suspect that that your Account and/or Card is being used in an unauthorised or fraudulent manner; 9.2.3 we need to do so in order to comply with the law or otherwise for regulatory or crime prevention purposes; 9.2.4 the Transaction would breach the limits applicable to your Account and/or Card; 9.2.5 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. 9.3 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 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. 9.4 You, the Account Manager or Cardholder must not: 9.4.1 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 9.4.2 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. 9.5 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 Necoco 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. 9.6 In the event that a Transaction was not authorised by you, your Account Manager, a Cardholder or by a TPP on your behalf, please refer to the Modulr Introduced Client Terms of Business. Necoco will provide to Modulr all the information available related to such transaction if requested. 9.6.1 8.6 will not apply and you will bear all losses and liability for: 9.6.2 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. 9.6.3 all Transactions that the 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. 9.6.4 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. 9.7 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. 9.8 If you request to recall a Transaction due to an error or mistake caused other than by Necoco, we reserve the right to charge you (i) a handling fee of €50 per recall and (ii) any fee payable by Necoco to a third-party bank or institution for handling the recall. 9.9 You agree to indemnify and hold harmless, us, Necoco, 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.
  1. DISPUTES AND INCORRECT TRANSACTIONS
10.1 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 security credentials, as appropriate. 10.2 We will investigate your claim 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. 10.3 If you dispute a Transaction, please refer to the Modulr Introduced Client Terms of Business. Necoco will assist Modulr with investigation related to the disputed transaction. 10.4. If an incorrect Transaction is paid into your Account that should not have, the funds will be, where possible, immediately sent 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. 10.5 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: 10.5.1 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 10.5.2 failed to notify us in accordance with 9.1 above. 10.6 You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that: 10.6.1 the authorisation did not specify the exact amount; 10.6.2 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 10.6.3 you asked for a refund within 8 weeks of the date the Transaction was debited to your Account.
  1. VARIATION
11.1 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). 11.2 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 charge. 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. 11.3 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.
  1. TERMINATION OR SUSPENSION
12.1 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 12.2 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: 12.2.1 we discover any of the Information that we hold for you is false, misleading or materially incorrect; or 12.2.2 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 12.2.3 if you have reached your Account Limit; or 12.2.4 you or the Account Manager have breached these Terms and Conditions; or 12.2.5 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. 12.3 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). 12.4 We can suspend or close your Account if your Account or Card monthly fee is not settled within 45 days of the last payment due. You agree, that Account monthly fee may be charged against any funds on your Account/s or using any alternative funding method you provided, ie. Credit/debit/prepaid card, bank account, voucher, etc..
  1. OUR LIABILITY
13.1 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: 13.1.1 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; 13.1.2 We shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses; 13.1.3 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; 13.1.4 in all other circumstances of our default, our liability will be limited to transferring any Available Balance to your nominated bank account. 13.2 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. 13.3 Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud. 13.4 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded. 13.5 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.
  1. YOUR INFORMATION
14.1 Some personal data will be necessary for us to provide you with the Account and services under this Agreement. Necoco 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. Necoco will at all times comply with Data Protection Laws. 14.2 We will retain details of individual transactions for five years from the date on which the particular transaction was completed. We will maintain all other records for five years from which we have ceased to provide you with any product or service. 14.3 You must update any changes to your Information by contacting Customer Services. 14.4 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. 14.5 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.
  1. COMPLAINTS PROCEDURE
15.1 Complaints regarding any element of the service provided by us can be sent to Customer Services. 15.2 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. 15.3 In most cases we will provide a full response by email to your complaint within 10 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. 15.4 If we fail to resolve your complaint to your satisfaction any disputes must be submitted to the exclusive jurisdiction of the competent courts in Cyprus. You can also contact Cyprus Ombudsman at http://www.ombudsman.gov.cy/ombudsman/ombudsman.nsf/index_gr/index_gr?opendocument .
  1. GENERAL
16.1 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. 16.2 If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect. 16.3 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. 16.4 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. 16.5 You can obtain a copy of this Agreement at any time by contacting Customer Services. 16.6 These Terms and Conditions – including any contractual and non-contractual obligations hereto – are governed by the laws of the Republic of Cyprus and you agree to the exclusive jurisdiction of the Courts of Cyprus. 16.7 This Account is not covered by a compensation scheme. SCHEDULE A MFBV INTRODUCED CLIENTSCHEDULE 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 above.
  • The Introduced Client acknowledges that the individuals noted in clause 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 prevention.
  • 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
  • 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 Conditions. 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 compromised.
  • 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 law. 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 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 User.
  • 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 behalf. Modulr shall deem any instruction given by an Authorised User is an instruction given by the Introduced
  • 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 notice. 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:
  1. 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;
  2. the Platform Partner will be granted full access to operate the Introduced Client’s Account as an Authorised User of the Introduced Client;
  3. it is responsible for monitoring Partner Platform activities on its Account. Any queries relating to such activities will be raised with the Partner Platform directly and settled between Partner Platform and the Introduced Client;
  4. the Introduced Client has no recourse against Modulr for any act or omission of the Partner Platform with respect to its Account;
  5. 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
  6. it will only use the Account for the purpose set out in the Partner Platform Agreement.
  • On receipt of notification by Modulr from the Partner Platform that it wishes to terminate this Agreement, this Agreement shall terminate. 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 confidential. 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
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 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 Agreement. 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 Services. 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 it. 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
  • 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 email. 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 Modulr.
  • 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
  1. Introduction
  • The terms of Schedule 1 shall apply where Virtual Cards and/or Physical Cards are included within the Modulr Products.
  1. Transactions Disputes and Chargebacks
  • For the purposes of these Introduced Client Terms of Business, a “Chargeback” means a refund of a Card Transaction after the Introduced Client (or Modulr on its behalf) successfully disputes the Card Transaction as permitted by the Card Scheme rules.
  • The Introduced Client shall provide Modulr all relevant information in relation to Virtual Card Transaction as may be required by Modulr to resolve the dispute in accordance with applicable law and, where applicable, to raise a Chargeback in accordance with Card Scheme rules.
  • The Introduced Client agrees that Card Scheme’s decision on the validity of the Chargeback is final and binding and that in the event a Chargeback is not successful or is subsequently reversed the Introduced Client will be liable for the amount of the disputed Card Transaction.
  • Modulr shall at its discretion not refund a Chargeback to the Introduced Client until the relevant challenge periods have passed under the relevant Card Scheme rules unless it is required to do under relevant law or regulation.
  1. Cardholders
  • Where corporate Cards are made available to the Introduced Client as part of Modulr Products, Introduced Client will be able to designate individuals as Cardholders permitted to use certain Cards.
  • The Introduced Client must notify Modulr of all individuals it wishes to be Cardholders and shall not permit any other person to use the Cards.
  • The Introduced Client shall be responsible for ensuring that each Cardholder is informed of the Modulr Account Terms and Conditions as they apply to the Cards and the Introduced Client shall ensure that the Cardholder complies with them.
  • In addition to clause 3.3 above, Introduced Client shall be responsible for ensuring that each Cardholder reads and accepts the Modulr Corporate Cardholder Terms and Conditions, which shall be made available to the Cardholder by the Introduced Client. Introduced Client shall keep a record of each Cardholder’s confirmation given in accordance with this clause and shall promptly make such records available to Modulr on request.
  • The Introduced Client shall ensure its Cardholders take all reasonable care to keep any security credentials relating to the use of Cards, such as PIN or any access or similar codes, where applicable, confidential and in accordance with the Modulr Account Terms and Conditions and Corporate Cardholder Terms and Conditions. Where Cards are enabled to be registered/stored within third party apps/devices, the security credentials relating to those third party apps/devices will also be deemed to be security credentials relating to the use of Cards.
  • The Introduced Client acknowledges and agrees that each Cardholder is authorised by the Introduced Client to act on its behalf. Modulr shall deem any instruction given by a Cardholder with respect to Card Transactions as an instruction given by the Introduced Client and the Introduced Client shall be responsible for all actions and the use of Physical Cards by any Cardholder.
  • In the event of any changes to this Agreement, Modulr Account Terms and Conditions and/or the Modulr Corporate Cardholder Terms and Conditions, or if the Introduced Client’s Account and/or Card is suspended, cancelled or terminated, it is the Introduced Client’s responsibility to communicate any such changes and/or any information regarding the suspension, cancellation or termination to each Cardholder.
  1. Withdrawal of Cards; Change of Card Scheme; and Conditions for Tokenisation Services • Modulr reserves the right to:
  • cease providing Cards as part of Modulr Products for any reason;
  • provide Cards issued under a different Card Scheme; and
  • cease or amend the ability for Cards to be registered/stored within one or more third party apps/devices.
  • Modulr shall provide to Introduced Client tokenisation services subject to, where applicable, prior approval of the Introduced Clients by the relevant tokenisation provider (Apple Pay and/or Google Pay). Modulr shall not be liable to the Introduced Client in the event approval is not granted or is later withdrawn by the relevant tokenisation provider.
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.
  1. 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 place a “pre-authorisation” on your Card. This amount will be unavailable to you until the Card Transaction is completed or released 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.
  1. 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 will be explained to you by the Partner Platform, 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.
  1. 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.
  1. 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 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).
  1. 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.
  1. 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.
  1. 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, 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 8.4.2 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 in respect of the Transaction will be €50. 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.
  1. 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, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation 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.
  1. VARIATION
10.1 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). 10.2 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 charge. 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.
  1. TERMINATION OR SUSPENSION
11.1 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 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).
  1. 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.
  1. 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.
  1. 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).
  1. 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 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.
  1. CONTACTING CUSTOMER SERVICES
16.1 Customer Services are provided by the Partner Platform. The details shall be provided by Partner Platform.

FEES

Setup Fee (Including KYC IBAN etc)
Monthly Service Fee per IBAN
Monthly fee per GBP Account (optional)
SEPA Incoming Payment
SEPA Outgoing Payment (up to €10,000)
SEPA Outgoing Payment (more than €10,000)
UK FASTER Incoming
UK FASTER Outgoing (up to £10,000)
UK FASTER Outgoing (more than £10,000)
Bacs Incoming Payment
CHAPS Incoming Payment
Payment Initiation Fee - UK Only
Internal Transfer
€7.00
€16.99
£9.50
€1.25
€1.65
0.20% (Min €2.00)
£0.90
£1.50
0.25%(Min £2.00)
£0.90
£13.00
£0.30
0.20€/£


POS Intra EEA
ATM Intra EEA
ATM Intra EEA With Exchange
POS Intra EEA with Exchange
POS International and EEA Microstates
ATM International and EEA Microstates
ATM non-Financial Transaction (Balance, Change Pin)
Cost per formal complaint in accordance with the complaints policy
Search of Incoming/Outgoing payment
Recall of outgoing payment
Suspicious Activity Report(SAR) submitted or by the issuer to NCA equivalent official body
Cost per FOS complaint where FOS (Ombudsman) has requested further information or investigation
Compliance Escalation Fee – per hour
Legal Expenses
€0.20
€3.00
€2.50 + V/Card FX
€0.20 + V/Card FX
0.30% + €0.95+VC FX
€2.50 + €0.95%+VC FX
€1.20
€ 50.00
€ 25.00
€ 50.00 + Cost of receiving bank
€ 75.00
€ 375.00
€ 150.00
At cost

TreePlanters AD Agreement

 

Updated 21 June 2024

 

We aim to provide retail Clients interested in eco-friendly products with an alternative
method of carrying out their daily transactions while at the same time supporting ecologic
rebalancing through the planting of trees.
1. This is an agreement between YOU and TreePlanters AD, (EIK/PIC 207381068, Tsar
Boris III, Petrich-2850, Blagoevgrad). 
2. The subject and purpose of the present Terms is the regulation of the relationship
between You and TreePlanters AD regarding the provision and receipt of the
Services.
3. It is recommended to you to read carefully all information included on the
TreePlanters AD website as well as these Terms, including any information to which
a reference is made therein, especially the agreements between TreePlanters AD
and third parties, before their acceptance. For any clarification concerning the
Terms and Services, you may contact TreePlanters AD, using the contact details
provided.
4. Treeplanters AD has come into a tree management agreement with a carefully
selected tree management company hereinafter refer to as the “TreeM Company”.
TreePlanters AD has the obligation to disclose the agreement between the “TreeM
Company” and TreePlanters AD to eligible clients upon request on
email: info@treeplanters.club .
5. As per the agreement outlined in clause (4), a segment of the monthly fee remitted
to Treeplanters AD for services will be forwarded to the “TreeM Company”. This is
to facilitate the tree planting on your behalf (a gift to you) in line with your selected
program, provided you have remained a Treeplanters AD customer for at least 12
consecutive months and have settled all monthly fees.
6. Each TreePlanters AD client can benefit from this agreement for a maximum of 15
years.
7. If you do not wish to benefit from this agreement you have to send an email
to info@treeplanters.club. In this case, the “TreeM Company” will not contact you
and you will not be able to receive any benefits. The monthly fee to TreePlanters AD
will continue to be paid for the account services only. The trees are considered as a

gift to Treeplanters AD’s clients. In case you do not wish for the gift, then the
“TreeM Company” will continue to plant trees to the benefit of a charitable
institution/cause that Treeplanters AD will choose.
8. For further details on how the “TreeM Company” could generate profits for
Treeplanters AD Clients, you can send a request to info@treeplanters.club.
After completing 12 months of consecutive monthly payments, you will be invited
to enter into an agreement with the “TreeM Company” for the management,
purchase, sale, use, processing, development and exploitation of trees, production
of timber and landscaping parts resulting from the upper part of the trees. Within
this agreement, the “TreeM Company” will specify your twenty-year payment plan
and targeted profits related to tree management. As per the “TreeM Company’s”
operational plan, each set of 3 trees is estimated to yield 1.31 tons of timber every 5
years. Assuming a constant production of timber every five years, this translates to
5.24 tons of timber over the twenty-year period. Further information can be
provided to TreePlanters AD clients upon request to email: info@treeplanters.club.
9. If you do not opt out in writing from the “TreeM Company” agreement – offered to
you as a gift – you automatically give your consent to receive future updates and
information monthly or annually, directly, from the “TreeM Company” about the
tree planting process, the production goals, the current prices, the estimated
benefits and the risks correlated with the tree’s plantation procedure.
10. Treeplanters AD in no event shall be liable to you or any other person for the
management of trees planted, as planted trees is an offer of our company to create
ecological awareness and a personal gift to you, while at the same time,
TreePlanters AD is supporting ecologic rebalancing through the planting of trees.
Furthermore, any special, consequential, incidental, or indirect damages, however
caused, on any theory of liability, and except as set forth below, or as provided in
the management Agreement, nothing in this Agreement shall be construed as being
for the benefit of any third party. Finally, TreePlanters AD has no relation or
responsibility for the upcoming (after 12 months) possible agreement between you
and the “TreeM Company” and the possible profits or payment from the
management and utilization of trees. Treeplanters AD responsibility is limited only
to the payment for trees plantation and nothing else. Treeplanters AD has no
relation, responsibility, or rights connected with those trees. You waive
TreePlanters AD, their Partners, affiliates managers Director’s responsibility

regarding the tree management, the yields derived from trees planted and all other
“TreeM Company” Projects. TreePlanters AD is not responsible for payments that
the “TreeM Company” would make or not make to you at any time, regarding the
agreement between you and the “TreeM Company”.
11. You acknowledge that TreePlanters AD at any time has the right to hire another
carefully selected tree management company. In this case, regarding your existing
trees, the agreement you have already obtained will still be valid.
12. The profits generated from the productive targets for said agreement will be made
by the “TreeM Company” to you in your corresponding account with Treeplanters
AD or any other designated own bank account net of any fees and/or costs.
13. You are liable against TreePlanters AD and any third party required to pay the
respective compensation regarding any charges, fines, fees, or refunds, that burden
TreePlanters AD due to the use of the Services or due to your failure to comply with
the Terms and instructions provided systemically, or otherwise by TreePlanters AD,
regarding the conclusion of the provision of the Services.
14. In the event any third party claims against TreePlanters AD to remedy any damage
or payment of any compensation or indemnification for any reason which is
attributable to the breach of your obligations which derive from these Terms, the
instructions with which Users should comply with and govern the provision of the
Services and/ or the applicable legislation, that you should intervene to any judicial
or administrative procedure in favor of TreePlanters AD undertaking the respective
liability in total and acting as the procedural guarantor, provided that it is possible
according to the applicable legislation, reinstituting TreePlanters AD financially and
morally for any damage that it may have suffered including any potential judicial
expenses and legal fees.
15. TreePlanters AD will not be liable for any damages of any kind arising out of or
relating to the use or the inability to use the account or any third-party application
included in a provided device, its content or functionality, including but not limited
to damages caused by or related to errors, omissions, interruptions, defects, delay
in operation or transmission, computer virus, failure to connect, network charges,
in-app purchases, and all other direct, indirect, special, incidental, exemplary, or
consequential damages even if TreePlanters AD has been advised of the possibility
of such damages. The foregoing limitations, exclusions, and disclaimers shall apply

to the maximum extent permitted by applicable law, even if any remedy fails in its
essential purpose.
16. TreePlanters AD is entitled, to charge your Account payment account and to receive
the equivalent of any amount due by you, and to deduct such amount from the
Available Balance on the date that it becomes due and onwards.
17. If the Available Balance does not suffice for the payment of any amount, the
account of the respective user is debited immediately with the said sum which is
paid in priority to TreePlanters AD against any other payment or debit order as soon
as there is an available balance amount.
18. We will communicate with you in English (the language in which this Agreement
was agreed) on the email you provided for registration for your Account with
Treeplanters AD. The official language of our communication and services is English.
When using your account, you should be able to understand and communicate in
English, incl. providing information and documents in English or translated into
English, at our request. Although we would like to, we will not be able to support
our service in all languages.
19. We will manage all and any personal information that we collect through the
Website, incl. the Platform, in accordance with our Privacy Policy.  
20. You acknowledge that to provide you services, we may process personal data about
you as an individual. If you represent a legal entity, we may also collect personal
data that you have or will provide to us concerning your employees, other
associates, or other individuals. You confirm that your disclosure of any personal
data relating to individuals other than yourself was or will be made in accordance
with all applicable data protection and data privacy laws, and those data are
accurate, up to date, and relevant when disclosed. 
21. We acknowledge that certain information regarding you or other information
shared with us during the registration is not personal information but can still be
regarded as confidential. We agree to keep your information strictly confidential
and use it solely to operate the Platform and provide the services to you. You
consent to our sharing this information with third parties when there is a legitimate
reason to do so.. When sharing your confidential information with third parties we
agree to impose the same level of protection as to your personal information and
only allow your confidential information to be accessed by those who require access
to perform their tasks and duties, and to share only with third parties who have a

legitimate purpose for accessing it. For a more detailed list of third parties we may
share your personal and/or confidential information with, please see our Privacy
Policy. 
22. Unless otherwise indicated by us, all copyright and other intellectual property rights
in all content and other materials provided in connection with the services,
including, but not limited to trademarks, trade names, logos, design, graphics,
photos, unique technical and scientific solutions or inventions, and any rights
attached to such intellectual property, and the intellectual property rights of
software compilation, associated source code and software, are and remain the
property of Treeplanters AD.
23. Treeplanters AD has the right to extraordinarily terminate/suspend your account
without giving any prior notice if any of the following occurs:
24.1 You have materially breached the terms and conditions of the Agreement.
24.2 You or a person related to you, launder money, finance terrorism, or do other
illegal transactions on the Platform or we have a suspicion that you or a person
related to you carry out such activities on the Platform. 
24.3 You or a person connected with you have been convicted of money laundering,
terrorist financing, environmental crime, or other criminal offences and there is a
risk that our Platform may be used for criminal purposes or to promote criminal
activities you or a person related to you or your activities or the country or region
you or the related person are from, is or becomes subject to an international
sanction. 
24.4 The information you have provided to us is inaccurate or incomplete, or you
have not updated your information on the Platform, and this adversely affects
our ability to know you as an individual person and carry out respective due
diligence measures in accordance with applicable laws. 
24.5 You do not provide, or you refuse to provide, us with information we request to
know you as an individual person and for carrying out adequate due diligence
measures in accordance with applicable laws.

24.6 You are or become a resident of any country or territory where we reasonably
believe we cannot provide services.
24.7 Your activity or inactivity as a user causes material or immaterial damages to us
or there is an actual threat that such damages would occur. 
24.8 We are instructed to terminate your account by a court order or an instruction
by a competent public authority. 
25. Please note that due to reasons described elsewhere in these Terms, we may
determine to discontinue our services, in full or partly, which may mean that we will also
terminate/suspend your account, in full or partly.
25.1 If TreePlanters AD denies to proceed to a Transaction, it should inform you about the
denial as well as, if it is possible, about the reasons for denial and/ or the means of
remedy unless otherwise provided by the applicable legislation. TreePlanters AD may
at its discretion apply a fee for the provision of such information under the condition
that the denial is objectively grounded.
25.2 Users as subjects of personal data processing, defined in accordance with article 4,
par. 1 of the European General Data Protection Regulation 2016/679 (GDPR), provides
their explicit consent to the keeping and processing of a personal data record by
TreePlanters AD. They understand, agree and accept that the processing is necessary
for the performance of a contract and compliance of TreePlanters AD with its lawful
obligations, as a Data Controller of the record keeping, under Article 6, par. 1 (a), (b)
and (c) of the GDPR or other relevant law as applicable from time to time.
25.3 As Data Controller of the record kept, under article 4, par. 7 of the GDPR,
TreePlanters AD observes all principles of lawful processing of personal data, namely,
lawfulness, fairness, transparency, purpose limitation, data minimization, accuracy,
storage limitation, integrity, confidentiality and accountability, while it takes all proper technical and organizational protective measures, such as anonymization, pseudonymization, data encryption, privacy impact assessment, privacy by design/by default.

26. These terms and conditions may be updated from time to time, and you will be notified on the TreePlanters Webpage. 

27. This Agreement shall be governed by and interpreted in accordance with the laws of Bulgaria and any dispute or claim about this Agreement shall be subject to the non-exclusive jurisdiction of the Bulgarian courts.

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