Upd: Oct 16, 2022
The Partner Platform Account Terms and Conditions; important information you need to know
Please read these Terms and Conditions carefully before you agree to use a Partner Platform Account or any related services provided by or through us.
These Partner Platform Account Terms and Conditions, together with the Partner Platform Terms of Business and the Partner Platform Application Form constitute the entire Agreement between Modulr and the Partner Platform.
By signing the Partner Platform Application Form, or by agreeing to open an Account you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services using the contact details in the Partner Platform Application Form.
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, used by Partner Platform and Introduced Clients, and “Partner Platform Account” and “Introduced Client Account” shall be construed accordingly.
Account Information Service Provider – means a third-party payment service provider who is authorised by or registered with the Central Bank of Ireland 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 limits that apply 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 Partner Platform Terms of Business and the Partner Platform Application Form, which constitute the entire agreement between you and Modulr.
Application Programming Interface (API) – means the interfaces provided by Modulr to the Partner Platform to directly instruct Modulr Accounts via 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 the 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 GBP 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 Republic of Ireland.
Card – means a Virtual Card or a Physical Card.
Cardholder - means the individual authorised to use the Physical 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 GBP payments to an account, within the CHAPS operating days and times.
Chargeback has the meaning given to it in Schedule 5 of the Partner Platform Terms of Business.
Commencement Date – the date set out in the Partner Platform Application Form.
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.
Consumer - means any of the following: a) a person or group of persons, but not an incorporated body with an annual turnover in excess of €3 million in the previous financial year (for the avoidance of doubt a group of persons includes partnerships and other unincorporated bodies such as clubs, charities and trusts, not consisting entirely of bodies corporate); or b) incorporated bodies having an annual turnover of €3 million or less in the previous financial year (provided that such body shall not be a member of a group of companies having a combined turnover greater than the said €3 million); and includes where appropriate, a potential ‘consumer’ (within the meaning above)
Customer Services - The contact centre for dealing with queries about your Account. Contact details for Customer Services can be found in the Partner Platform Application Form and Service Level documentation.
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 Data Protection Acts, 1988 to 2018 (as may be amended from time to time), the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (S.I. No 336 of 2011)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 - The procedure described in the Partner Platform Terms of Business in clause 3.2.
Faster Payment – A service allowing you to make and receive GBP electronic payments which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme.
Fees – those fees payable by the Partner Platform and set out in the Partner Platform Application Form.
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 Application Form – The application form identifying the parties, Modulr Products to be provided and commercial terms that forms part of the Modulr agreement between an Introduced Client and Modulr.
Introduced Client Contract - The agreement described in clause 4.1 of the Partner Platform Terms of Business.
KYB – (or Know your Business) refers to Modulr's procedures for carrying out due diligence on Introduced Clients in order to comply with its AML Policies and anti-money laundering requirements and in accordance with the provisions of the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2018.
KYC – (or Know Your Client) refers to procedures for carrying out due diligence on Introduced Clients in order to comply with Modulr's AML Policies and anti-money laundering requirements as set out in the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2018.
Material Failure - A failure to comply with the obligations of a party set out in this contract, including but not limited to the execution of the application process, the secure keeping of login details and other security information, the operation of an
Introduced Clients’ accounts, complying with any directions as per Modulr’s AML Policy in relation to anti-money laundering and counter terrorist financing obligations including disclosure of suspicions in relation to Introduced Client activity, the maintaining of secure systems and processes, data protection, confidentiality and intellectual property obligations.
Merchant- means a merchant authorised to accept Card Scheme-branded Cards.
Micro-enterprise - means any entity, irrespective of legal form, which at the time of entering into this Agreement: (a) has a balance sheet reflecting a net worth of less than, or generates less than, two million (2,000,000) euros; and (b) employees fewer than 10 full time employees.
Minimum Term – means the period set out in the Partner Platform Application Form.
Modulr Account Terms and Conditions - The agreement between Modulr and the Introduced Client which governs the terms on which the Introduced Client may use its Account.
Modulr Products – those products, including but not limited to the Account referred to in the Partner Platform Application Form.
Modulr Terms of Business - The terms on which Modulr provides Modulr Products to the Introduced Client.
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 Partner Platform to access via the public internet.
Payment Initiation Service Provider – means a third party payment service provider authorised by or registered with the Financial Conduct Authority or another European regulator to provide an online service to initiate a Transaction at your request on your Account.
Partner Platform Application Form means the application form identifying the parties, Modulr Products to be provided and commercial terms that form this Agreement.
Partner Platform means the party identified in the Partner Application Form.
Partner Platform Account Terms and Conditions means the agreement between Modulr FS and Partner Platform which governs the terms on which Partner Platform may use its Account.
Physical Card - means a physical card-based payment instrument issued by us to you which uses the Card Scheme payments network and 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.
Regulations - means the European Union (Payment Services) Regulations 2018 (S.I. No. 6/2018) (as amended from time to time).
Regulator – the Central Bank of Ireland, located at New Wapping Street, North Quay Wall, Dublin 1, D01 F7X3 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 Republic of Ireland.
SEPA – Single Euro Payments Area scheme, which allows payments to be made in euros within the EEA.
SEPA Instant Payments - electronic retail payment solutions available 24/7/365 and resulting in the immediate or close-to- immediate interbank clearing of the transaction and crediting of the payee's account with confirmation to the payer (within seconds of payment initiation).
SEPA Credit Transfer (SEPA SCT) - a non-urgent euro payment debiting a euro account and crediting another euro account in the SEPA zone.
Service Level - means that service level set out in Schedule 2 of the Partner Platform Terms of Business.
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.
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 and 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.
we, us, our or Modulr - Modulr FS Europe Ltd, a company registered in Ireland with number 638002 and whose registered office is at 6th Floor, 2nd Grand Canal Square, Dublin 2 and who is regulated by the Central Bank of Ireland for issuance of electronic money. Website – means the customer portal that Partner Platforms can login to in order to use the Modulr Products.
you, your - The Account Owner.
2.1 Limits may apply to the maximum balance on your Account(s) at any time, the maximum value of an individual payment Transaction, maximum Card Transaction value per Card, the maximum aggregate value of all payment Transactions made from your Account or Accounts or Virtual Cards in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account(s) 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 Transaction which exceeds such limits.
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 5.13 to 5.15 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 5.13 to 5.15 inclusive will apply.
2.5 To manage our risk, particularly with respect to money laundering, fraud or security concerns, we also apply internal controls, including limits, to certain types of payment. We change these as necessary but for security purposes, we do not disclose them.
3.1 Your Account is an electronic money account and the electronic money associated with it is issued to you by us. We are regulated by the Central Bank of Ireland for the issuance of electronic money. Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us.
3.2 The types of Transactions enabled for your Account are set out in the Partner Platform Application Form or as subsequently enabled by us. The terms of these Terms and Conditions applicable to specific Transactions or payment types 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 may communicate with you by e-mail and telephone for issuing any notices or information about your Account (including monthly statements) and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated via the Online Portal.
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 Irish Deposit Guarantee Scheme or other government sponsored insurance does not apply to funds held in the Account.
4. OPENING YOUR ACCOUNT
4.1 Following your signature of the Partner Platform Application Form, and subject to us verifying your identity your Account will be opened.
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 you, which apply instantly.
5.3 Your Account will not be credited if:
5.3.1 the Account has reached the Account Limit; or
5.3.2 the Account is inactive or 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 transfer 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 can make payments out to external bank accounts via SEPA and other methods as added and notified to you by Modulr from time to time.
5.6 Where Cards are made available to you, your Account can be used to fund Card Transactions. You can request a Virtual Card or Physical Card to be issued to you via the Online Portal or Modulr API. The value of the Card Transaction, together with any applicable fees and charges, will be deducted from your Account once we receive the authorisation request from the Merchant.
5.7 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 Card by the relevant Card Scheme at a rate set by the Card Scheme 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.
5.8 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:
5.8.1 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.
5.8.2 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.
5.8.3 Without your One-Time Passcode, you will not be able to make purchases from participating Merchants.
5.8.4 If you update your mobile phone number then you must notify us immediately of your new details, to ensure our records are correct.
5.8.5 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.
5.8.6 You will be responsible for any fees or charges imposed by your mobile phone service provider in connection with your use of 3DS.
5.9 Your Account will be configured and operated by us.
5.10 We are authorised to take instructions from you or your Account Manager 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).
5.11 A Transaction is deemed to be authorised by you:
5.11.1 when you or your Account Manager enters the security information to confirm a Transaction is authorised or when it is instructed via the Modulr API with the relevant security credentials;
5.11.2 when you or your Account Manager 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;
5.11.3 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;
5.11. 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 5.12 below.
5.12 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.
5.13 Cancelling a recurring Card Transactions 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.
5.14 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 5.15 and 5.16 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 charge 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.
5.15 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.
5.16 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.
5.17 The Available Balance on your Account will not earn any interest.
5.18 You can check the balance and Transaction history of your Account at any time via the Online Portal or API.
5.19 You will be provided with a monthly statement using the details we have associated with your Account.
6.1 You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided such TPP has identified itself to us and it has acted in accordance with the relevant regulatory requirements. We will treat any instruction from an TPP as if it was from you or an Account Manager.
6.2 We may deny a TPP access to your Account if we are concerned about unauthorised or fraudulent access by that TPP setting out the reason for such denial. Before doing so, we will tell you that we intend to deny access and give our reasons for doing so, unless it is not reasonably practicable, in which case we will immediately inform you afterwards. In either case, we will tell you in the manner in which we consider most appropriate in the circumstances. We will not tell you if doing so would compromise our security measures or would otherwise be unlawful.
6.3 If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to us sharing your information with the TPP as is reasonably required for them to provide their services to you. You must let us know if you withdraw this permission and we recommend you let the TPP know. On notification from you, we will not provide such TPP access to your Account or the data in it.
7.1 Your Account will remain in place for the term of the Agreement. If you wish to close your Account can do this via the API or Online Portal.
7.2 Your instruction to close your Account does not automatically terminate the Agreement or your obligations under it. The Agreement may only be terminated by you in accordance with clause 8 (Term and Termination) of the Partner Platform Terms of Business.
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 or Faster Payments (as relevant). 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.
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 if using your Account and/or 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 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 or suspension.
8.4 You, the Account Manager or the Cardholder must not:
8.4.1 allow another person to use security information related to the Account and/or Cards;
8.4.2 write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or
8.4.3 disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
8.5 You must take all reasonable steps to keep your Account and password(s) and any other security-related details safe 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 This clause 8.6 applies only to a Partner Platform that is not a Micro-enterprise:
8.6.1 You will be liable for all Transactions that take place as a result of you, the Account Manager or the 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.
8.6.2 You will be liable for all Transactions that we make on your behalf including those made by a TPP authorised by you to initiate a Transaction, and those made by a Cardholder.
8.6.3 You will be liable for all unauthorised Transactions that arise from the use of lost or stolen Account security information such as but not limited to the Online Portal log in details and API security details if you or the Account Manager fail to keep the security features of the Account safe.
8.7 This clause 8.7 applies only to a Partner Platform that is a Micro-enterprise:
8.7.1 In the event that a Transaction was not authorised by you, your Account Manager or the Cardholder or by a TPP on your behalf, we will refund the amount of the Transaction to the extent you notify us 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,
8.7.2 8.7.1 will not apply and you will bear all losses and liability for:
8.7.3 all Transactions that take place as a result of you, 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.
8.7.4 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.
8.7.5 all unauthorised Transactions that arise from the use of lost or stolen Account security information such as but not limited to the Online Portal log in details and API security details if you, the Account Manager or Cardholder fail to keep the security features of the Account safe either intentionally or as a result of gross negligence on your part.
8.7.6 all unauthorised Transactions that arise from a failure on your part to notify us without undue delay in accordance with Clause 8.7
8.8 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.
8.9 If you or an Introduced Client 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.
8.10 You agree to indemnify and hold harmless, us, Modulr and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these Terms and Conditions and/or any breach of these Terms and Conditions by you.
9.1 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 9.2.2 and 9.2.3 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 account or 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 to notify us in accordance with 9.1 above.
9.6You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:
9.6.1 the authorisation did not specify the exact amount;
9.6.2 the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous spending pattern and other relevant circumstances). We may ask you to provide such information as is reasonably necessary for us to determine if this is correct; and
9.6.3 you asked for a refund within 8 weeks of the date the Transaction was debited to your Account.
In such circumstances we will refund you within 10 Business Days of receiving your claim for a refund or, where applicable, within 10 Business Days of receiving any further information we requested - or we will provide you with reasons for refusing the refund.
10.1 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.
11.1 We can terminate your Account at any time if we give you four 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 financing or other illegal activity in connection with your Account or we have a reasonable suspicion of same; or
11.2.3 if you have reached your Account Limit; or
11.2.4 you or the Account Manager have breached these Terms and Conditions; or
11.2.5 we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority.
11.3 In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent we are permitted by law).
12.1 Our liability in connection with these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
12.1.1 We shall not be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds;
12.1.2 We shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
12.1.3 where sums are incorrectly deducted from your Available Balance due to our default, our liability shall be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance;
12.1.4 in all other circumstances of our default, our liability will be limited to transferring any Available Balance to your nominated bank account.
12.2 In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us with all assistance that we reasonably require.
12.3 Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.
12.4 To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
12.5 The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.
13.2 We will retain details of individual transactions for six years from the date on which the particular transaction was completed. We will maintain all other records for six years from which we have ceased to provide you with any product or service.
13.3 You must update any changes to your Information by contacting Customer Services.
13.4 If we discover that the Information we hold about you is incorrect, we may have to suspend or cancel your Account until we can establish the correct Information, in order to protect us both.
13.5 If you or the Account Manager allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your information.
14.1 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 This Clause 14.4 applies to Micro-enterprises and Consumers
14.4.1 If we fail to resolve your complaint to your satisfaction you may refer your complaint to the Financial Services and Pensions Ombudsman, Lincoln House, Lincoln Place, Dublin 2, D02 VH29 (phone (01) 567 7000). Details of the service offered by the Financial Services and Pensions Ombudsman are available at www.fspo.ie.
14.5 This Clause 14.5 applies to Partner Platforms that are not Micro-enterprises or Consumers
14.5.1 If we are unable to resolve your complaint, you can refer your complaint to the Chartered Institute of Arbitrators – Ireland Branch. For more information, please visit www.ciarb.ie.
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 your Account 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 These Terms and Conditions are governed by the laws of Ireland law and you agree that any disputes hereunder (including non-contractual disputes) shall be subject to the to the exclusive jurisdiction of the Courts of Ireland.
15.6 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 safeguarded account, specifically for the purpose of redeeming Transactions made from your Account. 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.
15.7 Applicability of the Regulations to Partner Platforms that are not Micro-Enterprises:
15.7.1 This clause 15.7 only applies to Partner Platforms that are not Micro-Enterprises:
15.7.2 You acknowledge and agree that, to the fullest extent permitted by the Regulations, provisions of law that would otherwise be applicable to the Agreement but which can be disapplied, or applied differently, to non-consumers (including Micro-enterprises) are disapplied, or applied differently, under the Agreement including without limitation, all provisions set out in Part 3 of the Regulations (Information Requirements for Payment Services) and all provisions capable of being disapplied, or applied differently, in Part 4 of the Regulations, namely, Regulations 86(1) and 86(2), 88(5) and 88(6), 96, 98, 100, 101, 104 and
15.7.3 In the event that the Partner Platform becomes a Micro-Enterprise, the Partner Platform shall notify Modulr immediately.
It is intended that all of the assets of Modulr will transfer to Modulr Finance B.V. (“MFBV”) (a company incorporated in the Netherlands with registration number 81852401 and authorised as an electronic money institution by De Nederlandsche Bank with authorisation number R182870) (the “Transfer”) during the fourth quarter of 2022, at which point MFBV shall automatically assume all of Modulr’s rights and obligations under this Agreement and shall perform the Agreement and be bound by its terms in every way as if it were the original party to the Agreement in place of Modulr. The Introduced Client acknowledges and consents to the Transfer. Modulr (or the Partner Platform) will notify the Introduced Client prior to or following completion of the Transfer but no further advance notification of the Transfer is required