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Terms and Conditions

  • E-Money T&C
      • UK Customers

        PAYRNET LIMITED

        TERMS AND CONDITIONS FOR CORPORATES ELECTRONIC MONEY ACCOUNTS

         

         

        EMS Technology SMPC

        BACKGROUND

        This Agreement: This Agreement is with PayrNet Limited, a company incorporated in England and Wales (company number: 09883437) with its head office at “PayrNet, WeWork, 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW, UK” and registered office at “Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX” (hereinafter referred to in this Agreement as “Payrnet”, “we” “us”). We are an Electronic Money Institution (“EMI”) and are authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (“EMR 2011”) (register reference 900594) for the issuing of electronic money.

        Our relationship with EMS TECHNOLOGY smpc: As an EMI, we have appointed EMS Technology SMPCas an EMD Agent. An EMD Agent means a person who provides payment services on behalf of an electronic money institution (as defined in the EMR 2011). As our EMD Agent, EMS Technology SMPCis authorised to provide associated payment services alongside our e-money account services.

        AGREED TERMS

        1. OUR TERMS

        1.1. Interpreting this Agreement. In order to easily understand the terms of this Agreement, please first refer to clause 3 which, amongst other things, sets out the meaning of capitalised terms used in this Agreement. 1.2. Why you should read it? Please read this Agreement carefully before you agree to it, as its terms apply to the services provided by us. The Agreement explains many of your responsibilities to us and our responsibilities to you, how and when this Agreement can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the signup procedures and agree to the terms of this Agreement if you agree to be bound by this Agreement. 1.3. Are you a Micro-Enterprise or Charity or Consumer? For the avoidance of doubt, these terms and conditions are not intended for Micro Enterprises or Charities or Consumers (individuals acting for a purpose other than a trade, business or profession).

        2. INFORMATION ABOUT US AND HOW TO CONTACT US

        2.1. Who we are. We are PayrNet Limited, an EMI as described above. 2.2. Communications between us are to be in English. This Agreement is concluded in England and all communications between you and us shall be in English only. 2.3. How to contact us. All queries should be directed towards the EMS TECHNOLOGY smpc. You can contact the EMS Technology SMPCusing details set out in. 2.4. How we may contact you. If we have to contact you, we will do so as follows: in the first instance via the EMS Technology SMPC except in urgent cases. If we have not been able to contact you through the EMS Technology SMPCor if the matter is urgent, we will contact you by writing to you at the email address(es), you provided when agreeing to this Agreement or by using any other contact details you have provided to us or have used in communications with us or with the EMS TECHNOLOGY smpc. 2.5. ‘Writing’ includes emails. When we use the words “writing” or “written” in this Agreement, this includes emails. 2.6. Some of the services we provide are subject to the Payment Services Regulations 2017. The Regulations regulate how Payments must be transmitted and provide protection for the clients of authorised payment institutions and electronic money institutions.

        3. INTERPRETATION

        3.1. The definitions set out in this clause apply in this Agreement as follows: “Agreement” means this agreement and the privacy policy. “Electronic Money” means electronically stored monetary value as represented by a claim against us. “Regulations” means the Payment Services Regulations 2017 (SI 2017 No. 752). “Safeguarded Account” means the bank account(s) belonging to us, which are separate to our own office bank accounts, into which we will receive money from you, or on your behalf, in return for the issuance of Electronic Money. “Services” means the e-money account services. “Website” means our website from time to time, currently https://zillion.eu. 3.2. Clause headings shall not affect the interpretation of this Agreement and references to clauses are to the clauses of this Agreement. 3.3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 3.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 3.5. A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time and reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

        4. TERM AND BECOMING A CLIENT

        4.1. How can you agree to this Agreement? You can agree to this Agreement by checking the box online confirming that you agree to same, or by otherwise confirming your agreement to same or availing of the Services. 4.2. When will you become a client of ours? You will be bound by this Agreement once you have agreed to it as set out above and this Agreement shall remain in force until terminated in accordance with its terms.

        5. SERVICES

        5.1. As part of the Services, we shall issue you with Electronic Money upon receipt of money from you or a third party on your behalf, store your Electronic Money and redeem Electronic Money both on your express instruction and in accordance with this Agreement and the agreement of the EMS TECHNOLOGY smpc. 5.2. Our Services do not include the provision of advice. We do not offer advice under this Agreement on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets.

        6. ISSUING ELECTRONIC MONEY TO YOU

        6.1. For the avoidance of doubt, this section is only applicable for unregulated entities and Small Payment Institutions (SPI). 6.2. Where we receive money from you or on your behalf, this money will be held by us in the relevant Safeguarded Account in exchange for the issuance by us to you of Electronic Money. Your funds will not be used by us for any other purpose and in the unlikely event that we become insolvent, your e-money is protected in an EEA-authorised credit institution or the Bank of England. 6.3. When we issue you with Electronic Money, us holding the funds corresponding to the Electronic Money is not the same as a Bank holding your money in that (i) we cannot and will not use the funds to invest or lend to other persons or entities; (ii) the Electronic Money will not accrue interest; and (iii) the Electronic Money is not a deposit and is therefore not covered by the Financial Services Compensation Scheme but it is held by us and protected in the relevant Safeguarded Account. 6.4. You may hold Electronic Money and we may hold funds corresponding to your Electronic Money indefinitely. However, if we hold Electronic Money for you for more than two years without any activity on the account, we shall use reasonable endeavours to contact you to redeem the Electronic Money and return the corresponding funds to you. If we are unable to contact you, we may redeem the Electronic Money and send the corresponding funds, less any of our costs incurred, to the last known bank account we have on file for you. 6.5. We accept no responsibility in the event that you send money to the incorrect account. 6.6. We do not accept cash or cheques. We accept monies via a variety of methods of electronic funds transfer to our bank account, the details of which we shall provide to you upon request.

        7. GENERAL LIMITATION OF LIABILITY

        7.1. Where we and another person (such as a payment services provider) are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid his or its share. 7.2. Where any loss, liability, cost or expense (a “Loss”) is suffered by you for which we would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction. For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred. 7.3. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.

        8. COMPLAINTS

        8.1. If you feel that we have not met your expectations in the delivery of our Services, in first instance contact the EMS Technology SMPCusing the contact email address for complaints set out in [email protected] . If the EMS Technology SMPCdoes not deal with your complaint adequately, please contact us via email to [email protected]. 8.2. We have internal procedures for handling complaints fairly and promptly in accordance with the Financial Conduct Authority’s requirements. A copy of our complaint’s procedure is available upon request. 8.3. If you are an eligible complainant you may be able to take your complaint to the Financial Ombudsman Service, should you not be satisfied with our final response. Eligibility criteria and information on the procedures involved are available from http://www.financialombudsman.org.uk. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.

        9. ESTABLISHING YOUR IDENTITY

        9.1. To comply with the requirements of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and EU Wire Transfer Regulations (Regulation (EU) 2015/847) and related regulations, it may be necessary to obtain from you, and retain, evidence of your personal identity (or directors or partners of your business and/or your ultimate beneficial owners) in our records from time to time. If satisfactory evidence is not promptly provided to us we cannot accept your instructions. 9.2. We may keep records of the contents and results of any searches that we carry out on you (or directors or partners or shareholders of your business) in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check or, if required, a credit reference agency check will leave a soft footprint on the individual or entity’s credit history. You warrant that you have obtained the consent to such checks being carried out from each such individual officer and shareholder. 9.3. We are obliged to report any reasonable suspicions about activities on the electronic accounts to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002) to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.

        10. TERMINATION

        10.1. When we may terminate or suspend this Agreement. 10.1.1. We can terminate this Agreement at any time: 10.1.1.1. If you breach this Agreement; and/or 10.1.1.2. if we suspect that you are using the Services for any illegal purposes. 10.1.2. We may suspend or terminate your access to the Services where we have reasonable grounds for concern relating to: (i) the security of your account(s), whether or not you have informed us of a security breach; and/or (ii) the suspected unauthorised or fraudulent use of your account(s). 10.1.3. If the EMS Technology SMPC notifies us that their agreement with you has terminated we can terminate this Agreement with immediate effect. 10.1.4. If you terminate your agreement with the EMS Technology SMPC or that agreement is terminated, we can terminate this Agreement with immediate effect. 10.1.5. If our agreement with the EMS Technology SMPC terminates, we will give you not less than two (2) month’s written notice to terminate this Agreement. 10.1.6. We may terminate this Agreement at any time and for any reason by giving you not less than two (2) month’s written notice. 10.2. When you may terminate this Agreement. You can terminate this Agreement at any time and for any reason by cancelling your agreement with the EMS Technology SMPC. We may contact you to confirm your request. 10.3. Effect of Termination. Upon the effective date of termination: 10.3.1. you will no longer be able to avail yourself of the Services; 10.3.2. we shall redeem any Electronic Money we hold for you and send the equivalent funds to a bank account in your name, unless agreed by both parties, less any monies which are due and owing to us, where relevant. 10.4. After termination, you may contact us using the contact details set out in clause 2.3 to redeem any Electronic Money you still hold with us.

        11. CONFIDENTIALITY

        11.1. We undertake that we shall not at any time, disclose to any person any of your confidential information, except in the following circumstances: 11.1.1. to our employees, officers, representatives or advisers who need to know such information for the purposes of exercising our rights or carrying out our obligations under or in connection with this Agreement. We shall ensure that our employees, officers, representatives or advisers to whom we disclose your confidential information comply with this clause; and 11.1.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

        12. HOW WE MAY USE YOUR PERSONAL INFORMATION AND DATA PROTECTION

        12.1. How we may use your personal information. We will only use your personal information as set out in our privacy policy which can be found https://railsbank.com/payrnet. (Payrnet is a wholly owned subsidiary of Railsbank Technology Limited).

        13. Anti-bribery and Corruption

        13.1. Each party shall: 13.1.1. Comply with all applicable laws, statutes, regulations, codes and guidance relating to anti- bribery and anti-corruption (“Anti-Bribery Laws”), including without limitation the Bribery Act 2010; 13.1.2. maintain throughout the term of this Agreement its own anti-bribery policies and procedures (including adequate procedures under the Bribery Act 2010) to ensure compliance with the Anti-Bribery Laws; and 13.1.3. enforce such policies and procedures where appropriate. 13.2. For the purpose of this clause, the meaning of adequate procedures shall be determined in accordance with section 7(2) and any guidance issued under section 9, Bribery Act 2010. 13.3. Each party warrants that neither it nor any of its officers, employees: 13.3.1. has been convicted of any offence involving bribery, corruption, fraud or dishonesty; nor 13.3.2. to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Bribery Laws. 13.4. Breach of this clause shall be deemed to be a material breach of this Agreement.

        14. GENERAL

        14.1. Recording of telephone conversations. We may record telephone conversations with or without use of a warning tone and we may use these recordings as evidence for a particular purpose or in relation to disputes as well as for our ongoing quality control and training programme. We may also maintain a record of all emails sent by or to us. All those recordings and records will be maintained at our absolute discretion and are our property and can be used by us in the case of a dispute. We do not guarantee that we will maintain such recordings or records or be able to make them available to you. You consent to the use and admissibility of any such recording as evidence in any dispute or anticipated dispute between the parties which relates to the dealings between the parties. 14.2. Ensuring this Agreement is legally enforceable. For a contract to be legally enforceable, there needs to be an offer, acceptance and consideration. This Agreement constitutes our offer to make the Services available to you and you agreeing to this Agreement constitutes your acceptance of this offer. In order to ensure that this Agreement is legally binding, upon you becoming a client, you promise to pay us the sum of onePound sterling, upon demand from us, as consideration. 14.3. Even if we delay in enforcing under this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 14.4. What if something unexpected happens? We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lockouts or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of subcontractors, provided that you are notified of such an event and its expected duration. 14.5. If a court finds part of this Agreement illegal, the rest will continue in force. Each of the subclauses and clauses of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining subclauses and clauses will remain in full force and effect. 14.6. We are not partners and neither of us may act as the other’s agent. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 14.7. We can make amendments to this Agreement. We shall have the right to make such amendments to this Agreement, via the EMS Technology SMPC, as are necessary to comply with any laws and regulations that are applicable to the performance of our obligations under this Agreement where such laws and regulations are implemented and/or amended after the date of this Agreement. Such amendments may be made at any time upon as much notice as possible to you and shall take effect following such notice, if any. If you object to the proposed amendments, you have the right to terminate this Agreement without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agreement before the date proposed by us for the entry into force of the changes. If no objection is received from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. 14.8. What happens if you are jointly a client of ours with another person? Where you comprise two or more people, each person will be jointly and severally liable to us in respect of all obligations contained in this Agreement. 14.9. Can you obtain a copy of this Agreement or additional information? You may request and we shall provide a copy of this Agreement and any information set out in Schedule 4 of the Regulations (if relevant) at any time prior to termination of this Agreement. 14.10. We may transfer this Agreement to someone else. We may transfer our rights and obligations under this Agreement to another organisation without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement. 14.11. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under this Agreement to another person if we agree to this in writing. 14.12. Nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. 14.13. Which laws apply to this Agreement and where you may bring legal proceedings. This Agreement and any disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England. You irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

      UAB “PAYRNET”

      TERMS AND CONDITIONS FOR CORPORATES ELECTRONIC MONEY ACCOUNTS

       

       

      EMS Technology SMPC

      BACKGROUND

      This Agreement: This Agreement is with UAB “PAYRNET”, a company incorporated in the Republic of Lithuania (company number: 305264430) with its head office at AltSpace, Islandijos str. 6, LT-01117, Vilnius, the Republic of Lithuania and its registered office at Girulių str. 20, LT-12123 Vilnius, the Republic of Lithuania, (hereinafter referred to in this Agreement as “Payrnet”, “we” “us”). We are an Electronic Money Institution (“EMI”) and are authorised by the Bank of Lithuania under the Law on Electronic Money and Electronic Money Institutions (license reference 72, issued on 2020-08-28) for the issuing of electronic money and provision of the related payment services.

      Our relationship with EMS Technology SMPC: As an EMI, we have appointed EMS Technology SMPC as an EMD Agent. An EMD Agent means a person who provides payment services on behalf of an electronic money institution (as defined in the Law on Electronic Money and Electronic Money Institutions and the Law on Payment Institutions). As our EMD Agent, EMS Technology SMPC is authorised to provide associated payment services alongside our e-money account services.

      AGREED TERMS

      1. OUR TERMS

      1.1. Interpreting this Agreement. In order to easily understand the terms of this Agreement, please first refer to clause 3 which, amongst other things, sets out the meaning of capitalised terms used in this Agreement. 1.2. Why you should read it? Please read this Agreement carefully before you agree to it, as its terms apply to the services provided by us. The Agreement explains many of your responsibilities to us and our responsibilities to you, how and when this Agreement can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the signon procedures and agree to the terms of this Agreement if you agree to be bound by this Agreement. 1.3. Are you a Micro-Enterprise or Charity or Consumer? For the avoidance of doubt, these terms and conditions are not intended for Micro Enterprises or Charities or Consumers (individuals acting for a purpose other than a trade, business or profession).

      2. INFORMATION ABOUT US AND HOW TO CONTACT US

      2.1. Who we are. We are UAB “PAYRNET”, an EMI as described above. 2.2. Communications between us are to be in English. This Agreement is concluded in English language and all communications between you and us shall be in English only. By accepting this Agreement, you confirm that you understand this language, do not have any objections for this language being used as a language of contractual relations between you and us and agree to be bound by this Agreement in the language that it is drafted in. 2.3. How to contact us. All queries should be directed towards the EMS Technology SMPC. You can contact the EMS Technology SMPC using the email address [email protected] 2.4. How we may contact you. If we have to contact you, we will do so as follows: in the first instance via the EMS Technology SMPC except in urgent cases. If we have not been able to contact you through the EMS Technology SMPC or if the matter is urgent we will contact you by writing to you at the email address(es) you provided when agreeing to this Agreement or by using any other contact details you have provided to us or have used in communications with us or with the EMS Technology SMPC. 2.5. ‘Writing’ includes emails. When we use the words “writing” or “written” in this Agreement, this includes emails. 2.6. Some of the services we provide are subject to the Law on Payments of the Republic of Lithuania. The law regulates how payments must be transmitted and provides protection for the clients of authorised payment service providers. You are hereby notified of the exemption of Article 3(7) of the Law on Payments of the Republic of Lithuania allowing Payrnet, as the payment service provider, and you, as a payment service user which is not a consumer, to deviate from provisions of Section III (including Article 13, listing requirements for the framework agreement between the payment service provider and payment service user), Articles 4(1), 4(2), 4(3), 11(1), 11(2), 11(5), 29(3), 36 (to the extent the term for notifying about unauthorised or improperly executed payment transactions is concerned), 37, 39, 41, 44, 51, 52 of the Law on Payments of the Republic of Lithuania. You are hereby notified and by accepting this Agreement you confirm your understanding that either this Agreement or the agreement between EMS Technology SMPC, which is providing payment services to you on our behalf, and you might in certain cases deviate from the mentioned provisions of the law, including that the contents of both agreements may be narrower than required under Article 13 of the Law on Payments of the Republic of Lithuania, and agree to be bound by this Agreement and agreement between EMS Technology SMPC and you as they are worded, including any such deviations.

      3. INTERPRETATION

      3.1. The definitions set out in this clause apply in this Agreement as follows:

      • “Agreement” means this agreement and the privacy policy, a copy of which is available on our Website.
      • “Business Day” means a day when the clearing banks in Vilnius are open for business, excluding Saturdays, Sundays and public holidays in Lithuania.
      • “Durable Medium” means an instrument which enables you to store information addressed personally to you in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.
      • “Electronic Money” means electronically stored monetary value as represented by a claim against us.
      • “Regulations” means the Law on Payments of the Republic of Lithuania No VIII-1370 of 28 October 1999 (as amended) and the Law on Electronic Money and Electronic Money Institutions of the Republic of Lithuania No XIII-1094 of 17 April 2018 (as amended).
      • “Safeguarded Account” means the bank account(s) belonging to us, which are separate to our own office bank accounts, into which we will receive money from you, or on your behalf, in return for the issuance of Electronic Money.
      • “Services” means the e-money account services.
      • “Website” means our website from time to time, currently https://www.railsbank.com/payrnet .

      3.2. Subclause, clause and paragraph headings shall not affect the interpretation of this Agreement and references to subclauses, clauses and paragraphs are to the subclauses, clauses and paragraphs of this Agreement. 3.3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 3.4. Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular. 3.5. A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time and reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

      4. TERM AND BECOMING A CLIENT

      4.1. How can you agree to this Agreement? You can agree to this Agreement by checking the box online confirming that you agree to same during the registration, or by otherwise confirming your agreement to same or availing of the Services. 4.2. When will you become a client of ours? You will be bound by this Agreement once you have agreed to it as set out above and this Agreement shall remain in force until terminated in accordance with its terms.

      5. SERVICES

      5.1. As part of the Services, we shall issue you with Electronic Money upon receipt of money from you or a third party on your behalf, store your Electronic Money and redeem Electronic Money both on your express instruction and in accordance with this Agreement and the agreement of the EMS Technology SMPC. 5.2. Our Services do not include the provision of advice. We do not offer advice under this Agreement on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets. 5.3. Provision of payment services. We shall provide you only with the Services as per clause 5.1 above. EMS Technology SMPC shall, under a separate agreement between you and EMS Technology SMPC, provide you with other agreed payment services. For the avoidance of doubt, that separate agreement between EMS Technology SMPC and you for the provision of payment services constitutes the framework agreement between the payment service provider and payment service user, which shall include all the information required under the Regulations. This Agreement therefore does not describe the provision of payment services, for which you shall refer to your agreement with EMS Technology SMPC.

      6. ISSUING ELECTRONIC MONEY TO YOU

      6.1. For the avoidance of doubt, this section is only applicable for unregulated entities and Small Payment Institutions (SPI). 6.2. Where we receive money from you or on your behalf, this money will be held by us in the relevant Safeguarded Account in exchange for the issuance by us to you of Electronic Money. Your funds will not be used by us for any other purpose and in the unlikely event that we become insolvent, your e- money is protected in an EEA-authorised credit institution or the Bank of Lithuania. 6.3. When we issue you with Electronic Money, you holding the Electronic Money and us holding the funds corresponding to the Electronic Money is not the same as a bank holding your money in that (i) we cannot and will not use the funds to invest or lend to other persons or entities; (ii) the Electronic Money will not accrue interest; and (iii) the Electronic Money is not covered by the Deposit Insurance Scheme of the Republic of Lithuania or a comparable guarantee scheme in any other country. 6.4. You may hold Electronic Money and we may hold funds corresponding to your Electronic Money indefinitely. However, if we hold Electronic Money for you for more than 12 (twelve) months, with no activity on the account during those 12 (twelve) months, we shall use reasonable endeavours to contact you to redeem the Electronic Money and return the corresponding funds to you. If we are unable to contact you, we may redeem the Electronic Money and send the corresponding funds, less any of our costs incurred, to the last known bank account we have on file for you. 6.5. You can redeem the Electronic Money you hold with us and receive the corresponding funds into a bank account belonging to you by entering into a payment contract between EMS Technology SMPC and you whereby EMS Technology SMPC commits to executing one or more payments on your behalf pursuant to a request from you to EMS Technology SMPC for EMS Technology SMPC to execute one or more payments and using your own bank details as the recipient of money pursuant to such payments. 6.6. When executing the payment under a request from you to EMS Technology SMPC to the recipient, we will also automatically redeem your Electronic Money and send the corresponding amount of funds to the recipient of money pursuant to such payment according to the terms of the relevant payment contract between EMS Technology SMPC and you. 6.7. Redemption of your Electronic Money as such will always be free of charge. 6.8. We accept no responsibility in the event that you send money to the incorrect account. 6.9. We do not accept cash or cheques. We accept monies via a variety of methods of electronic funds transfer to our bank account, the details of which we shall provide to you upon request.

      7. GENERAL LIMITATION OF LIABILITY

      7.1. Where we and another person (such as a payment services provider) are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid his or its share. 7.2. Where any loss, liability, cost or expense (a “Loss”) is suffered by you for which we would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction. For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred. 7.3. We shall not be liable for any bank charges that you may incur in sending funds to or receiving funds from us. 7.4. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.

      8. COMPLAINTS

      8.1. If you feel that we have not met your expectations in the delivery of our Services, in the first instance contact the EMS Technology SMPC using the contact email address for complaints [email protected]. If the EMS Technology SMPC does not deal with your complaint adequately, please contact us via email to [email protected]. 8.2. We have internal procedures for handling complaints fairly and promptly in accordance with the Bank of Lithuania requirements. A copy of our complaints’ procedure is available on our Website and may also be submitted to you directly upon request. 8.3. We will respond to your complaint in writing or using another Durable Medium within 15 (fifteen) Business Days after the receipt of complaint. In exceptional cases, due to reasons which are beyond our control, we may send you a preliminary response by indicating reasons for delay and the term by which you will receive our final response. In any case the term for provision of final response will not exceed 35 (thirty-five) Business Days after the receipt of complaint. Handling of complaints is free of charge. Should you not be satisfied with our final response, or should we fail to respond to you, you always have a right to apply to the Bank of Lithuania as per clause 8.4 below or the competent court as per clause 8.5 below. 8.4. You may address the Bank of Lithuania with a request to protect your rights and legitimate interests which you consider having been violated. Such complaints may be submitted in writing or by electronic means at the following addresses: (i) Totorių st. 4, LT-01121 Vilnius, [email protected], and/or (ii) Žalgirio st. 90, Vilnius, e-mail: [email protected]. Complaints must be submitted in Lithuanian or English languages. 8.5. Any dispute arising out of or in connection with this Agreement, including without limitation any disputes regarding its valid conclusion, existence, nullity, breach, termination or invalidity shall be finally referred to and resolved by the courts of the Republic of Lithuania, except where prohibited by EU law. Before referring the dispute to court, you and us will endeavour to resolve the dispute by amicable negotiations.

      9. ESTABLISHING YOUR IDENTITY

      9.1. To comply with the requirements of the Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania and related regulations, it may be necessary to obtain from you, and retain, evidence of your personal identity (or directors or partners of your business and/or your ultimate beneficial owners) in our records from time to time. If satisfactory evidence is not promptly provided to us, we cannot accept you as our customer. 9.2. To assist us with meeting our obligations, we may carry out an electronic verification check via third party providers in order to verify your or your shareholders’ or officers’ or partners’, identity. If such searches are carried out, we may keep records of the contents and results of such searches in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check may leave a soft footprint on the individual or entity’s credit history. You warrant that you have obtained the consent to such checks being carried out from each individual officer and shareholder owning 10% or more of you. 9.3. We are also obliged to report any reasonable suspicions about instructions received, transactions and activities to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania) to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.

      10. TERMINATION

      10.1. When we may terminate or suspend this Agreement. 10.1.1. We can terminate this Agreement at any time: 10.1.1.1. if you breach this Agreement; and/or 10.1.1.2. if we suspect that you are using the Services for any illegal purposes. 10.1.2. We may suspend or terminate your access to the Services where we have reasonable grounds for concern relating to: (i) the security of your account(s), whether or not you have informed us of a security breach; and/or (ii) the suspected unauthorised or fraudulent use of your account(s). 10.1.3. If the EMS Technology SMPC notifies us that its agreement with you has terminated, we can terminate this Agreement with immediate effect. 10.1.4. If you terminate your agreement with the EMS Technology SMPC or that agreement is terminated, we can terminate this Agreement with immediate effect. 10.1.5. If our agreement with the EMS Technology SMPC terminates, we will give you not less than sixty (60) days written notice to terminate this Agreement. 10.1.6. We may terminate this Agreement at any time and for any reason by giving you not less than sixty (60) days written notice. 10.2. When you may terminate this Agreement. You can terminate this Agreement at any time and for any reason by cancelling your agreement with the EMS Technology SMPC. We may contact you to confirm your request. 10.3. Effect of Termination. Upon the effective date of termination: 10.3.1. you will no longer be able to avail yourself of the Services; 10.3.2. we shall redeem any Electronic Money we hold for you and send the equivalent funds to a bank account in your name, unless agreed by both parties, less any monies which are due and owing to us, where relevant. Redemption of your Electronic Money as such will always be free of charge. 10.4. After termination, you may contact us using the contact details set out in clause 2.3 to redeem any Electronic Money you still hold with us.

      11. CONFIDENTIALITY

      11.1. Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except in the following circumstances:

      11.1.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; and 11.1.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

      12. HOW WE MAY USE YOUR PERSONAL INFORMATION AND DATA PROTECTION

      12.1. How we may use your personal information. We will only use your personal information as set out in our privacy policy which is available on our Website.

      13. GENERAL

      13.1. Even if we delay in enforcing under this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 13.2. What if something unexpected happens? We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lockouts or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of subcontractors, provided that you are notified of such an event and its expected duration. 13.3. If a court finds part of this Agreement illegal, the rest will continue in force. Each of the subclauses, clauses and paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining subclauses, clauses and paragraphs will remain in full force and effect. 13.4. We are not partners, and neither of us may act as the other’s agent. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 13.5. We can make amendments to this Agreement. We shall have the right to make such amendments to this Agreement, via the EMS Technology SMPC, as are necessary to comply with any laws and regulations that are applicable to the performance of our obligations under this Agreement where such laws and regulations are implemented and/or amended after the date of this Agreement. Such amendments may be made at any time upon as much notice as possible to you and shall take effect following such notice, if any. If you object to the proposed amendments, you have the right to terminate this Agreement without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agreement before the date proposed by us for the entry into force of the changes. If no objection is received from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. 13.6. What happens if you are jointly a client of ours with another person? Where you comprise two or more people, each person will be jointly and severally liable to us in respect of all obligations contained in this Agreement. 13.7. Can you obtain a copy of this Agreement or additional information? You may request and we shall provide a copy of this Agreement at any time prior to termination of this Agreement. 13.8. We may transfer this Agreement to someone else. We may transfer our rights and obligations under this Agreement to another organisation without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement. 13.9. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under this Agreement to another person if we agree to this in writing. 13.10. Nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. 13.11. Which laws apply to this Agreement and where you may bring legal proceedings. This Agreement and any disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of the Republic of Lithuania. You irrevocably agree that the courts of the Republic of Lithuania have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

      PAYRNET LIMITED

      TERMS AND CONDITIONS FOR CORPORATES ELECTRONIC MONEY ACCOUNTS

       

       

      EMS Technology SMPC

      BACKGROUND

      This Agreement: This Agreement is with PayrNet Limited, a company incorporated in England and Wales (company number: 09883437) with its head office at “PayrNet, WeWork, 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW, UK” and registered office at “Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX” (hereinafter referred to in this Agreement as “Payrnet”, “we” “us”). We are an Electronic Money Institution (“EMI”) and are authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (“EMR 2011”) (register reference 900594) for the issuing of electronic money.

      Our relationship with EMS TECHNOLOGY smpc: As an EMI, we have appointed EMS Technology SMPCas an EMD Agent. An EMD Agent means a person who provides payment services on behalf of an electronic money institution (as defined in the EMR 2011). As our EMD Agent, EMS Technology SMPCis authorised to provide associated payment services alongside our e-money account services.

      AGREED TERMS

      1. OUR TERMS

      1.1. Interpreting this Agreement. In order to easily understand the terms of this Agreement, please first refer to clause 3 which, amongst other things, sets out the meaning of capitalised terms used in this Agreement. 1.2. Why you should read it? Please read this Agreement carefully before you agree to it, as its terms apply to the services provided by us. The Agreement explains many of your responsibilities to us and our responsibilities to you, how and when this Agreement can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the signup procedures and agree to the terms of this Agreement if you agree to be bound by this Agreement. 1.3. Are you a Micro-Enterprise or Charity or Consumer? For the avoidance of doubt, these terms and conditions are not intended for Micro Enterprises or Charities or Consumers (individuals acting for a purpose other than a trade, business or profession).

      2. INFORMATION ABOUT US AND HOW TO CONTACT US

      2.1. Who we are. We are PayrNet Limited, an EMI as described above. 2.2. Communications between us are to be in English. This Agreement is concluded in England and all communications between you and us shall be in English only. 2.3. How to contact us. All queries should be directed towards the EMS TECHNOLOGY smpc. You can contact the EMS Technology SMPCusing details set out in. 2.4. How we may contact you. If we have to contact you, we will do so as follows: in the first instance via the EMS Technology SMPC except in urgent cases. If we have not been able to contact you through the EMS Technology SMPCor if the matter is urgent, we will contact you by writing to you at the email address(es), you provided when agreeing to this Agreement or by using any other contact details you have provided to us or have used in communications with us or with the EMS TECHNOLOGY smpc. 2.5. ‘Writing’ includes emails. When we use the words “writing” or “written” in this Agreement, this includes emails. 2.6. Some of the services we provide are subject to the Payment Services Regulations 2017. The Regulations regulate how Payments must be transmitted and provide protection for the clients of authorised payment institutions and electronic money institutions.

      3. INTERPRETATION

      3.1. The definitions set out in this clause apply in this Agreement as follows: “Agreement” means this agreement and the privacy policy. “Electronic Money” means electronically stored monetary value as represented by a claim against us. “Regulations” means the Payment Services Regulations 2017 (SI 2017 No. 752). “Safeguarded Account” means the bank account(s) belonging to us, which are separate to our own office bank accounts, into which we will receive money from you, or on your behalf, in return for the issuance of Electronic Money. “Services” means the e-money account services. “Website” means our website from time to time, currently https://zillion.eu. 3.2. Clause headings shall not affect the interpretation of this Agreement and references to clauses are to the clauses of this Agreement. 3.3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 3.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 3.5. A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time and reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

      4. TERM AND BECOMING A CLIENT

      4.1. How can you agree to this Agreement? You can agree to this Agreement by checking the box online confirming that you agree to same, or by otherwise confirming your agreement to same or availing of the Services. 4.2. When will you become a client of ours? You will be bound by this Agreement once you have agreed to it as set out above and this Agreement shall remain in force until terminated in accordance with its terms.

      5. SERVICES

      5.1. As part of the Services, we shall issue you with Electronic Money upon receipt of money from you or a third party on your behalf, store your Electronic Money and redeem Electronic Money both on your express instruction and in accordance with this Agreement and the agreement of the EMS TECHNOLOGY smpc. 5.2. Our Services do not include the provision of advice. We do not offer advice under this Agreement on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets.

      6. ISSUING ELECTRONIC MONEY TO YOU

      6.1. For the avoidance of doubt, this section is only applicable for unregulated entities and Small Payment Institutions (SPI). 6.2. Where we receive money from you or on your behalf, this money will be held by us in the relevant Safeguarded Account in exchange for the issuance by us to you of Electronic Money. Your funds will not be used by us for any other purpose and in the unlikely event that we become insolvent, your e-money is protected in an EEA-authorised credit institution or the Bank of England. 6.3. When we issue you with Electronic Money, us holding the funds corresponding to the Electronic Money is not the same as a Bank holding your money in that (i) we cannot and will not use the funds to invest or lend to other persons or entities; (ii) the Electronic Money will not accrue interest; and (iii) the Electronic Money is not a deposit and is therefore not covered by the Financial Services Compensation Scheme but it is held by us and protected in the relevant Safeguarded Account. 6.4. You may hold Electronic Money and we may hold funds corresponding to your Electronic Money indefinitely. However, if we hold Electronic Money for you for more than two years without any activity on the account, we shall use reasonable endeavours to contact you to redeem the Electronic Money and return the corresponding funds to you. If we are unable to contact you, we may redeem the Electronic Money and send the corresponding funds, less any of our costs incurred, to the last known bank account we have on file for you. 6.5. We accept no responsibility in the event that you send money to the incorrect account. 6.6. We do not accept cash or cheques. We accept monies via a variety of methods of electronic funds transfer to our bank account, the details of which we shall provide to you upon request.

      7. GENERAL LIMITATION OF LIABILITY

      7.1. Where we and another person (such as a payment services provider) are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid his or its share. 7.2. Where any loss, liability, cost or expense (a “Loss”) is suffered by you for which we would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction. For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred. 7.3. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.

      8. COMPLAINTS

      8.1. If you feel that we have not met your expectations in the delivery of our Services, in first instance contact the EMS Technology SMPCusing the contact email address for complaints set out in [email protected] . If the EMS Technology SMPCdoes not deal with your complaint adequately, please contact us via email to [email protected]. 8.2. We have internal procedures for handling complaints fairly and promptly in accordance with the Financial Conduct Authority’s requirements. A copy of our complaint’s procedure is available upon request. 8.3. If you are an eligible complainant you may be able to take your complaint to the Financial Ombudsman Service, should you not be satisfied with our final response. Eligibility criteria and information on the procedures involved are available from http://www.financialombudsman.org.uk. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.

      9. ESTABLISHING YOUR IDENTITY

      9.1. To comply with the requirements of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and EU Wire Transfer Regulations (Regulation (EU) 2015/847) and related regulations, it may be necessary to obtain from you, and retain, evidence of your personal identity (or directors or partners of your business and/or your ultimate beneficial owners) in our records from time to time. If satisfactory evidence is not promptly provided to us we cannot accept your instructions. 9.2. We may keep records of the contents and results of any searches that we carry out on you (or directors or partners or shareholders of your business) in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check or, if required, a credit reference agency check will leave a soft footprint on the individual or entity’s credit history. You warrant that you have obtained the consent to such checks being carried out from each such individual officer and shareholder. 9.3. We are obliged to report any reasonable suspicions about activities on the electronic accounts to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002) to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.

      10. TERMINATION

      10.1. When we may terminate or suspend this Agreement. 10.1.1. We can terminate this Agreement at any time: 10.1.1.1. If you breach this Agreement; and/or 10.1.1.2. if we suspect that you are using the Services for any illegal purposes. 10.1.2. We may suspend or terminate your access to the Services where we have reasonable grounds for concern relating to: (i) the security of your account(s), whether or not you have informed us of a security breach; and/or (ii) the suspected unauthorised or fraudulent use of your account(s). 10.1.3. If the EMS Technology SMPC notifies us that their agreement with you has terminated we can terminate this Agreement with immediate effect. 10.1.4. If you terminate your agreement with the EMS Technology SMPC or that agreement is terminated, we can terminate this Agreement with immediate effect. 10.1.5. If our agreement with the EMS Technology SMPC terminates, we will give you not less than two (2) month’s written notice to terminate this Agreement. 10.1.6. We may terminate this Agreement at any time and for any reason by giving you not less than two (2) month’s written notice. 10.2. When you may terminate this Agreement. You can terminate this Agreement at any time and for any reason by cancelling your agreement with the EMS Technology SMPC. We may contact you to confirm your request. 10.3. Effect of Termination. Upon the effective date of termination: 10.3.1. you will no longer be able to avail yourself of the Services; 10.3.2. we shall redeem any Electronic Money we hold for you and send the equivalent funds to a bank account in your name, unless agreed by both parties, less any monies which are due and owing to us, where relevant. 10.4. After termination, you may contact us using the contact details set out in clause 2.3 to redeem any Electronic Money you still hold with us.

      11. CONFIDENTIALITY

      11.1. We undertake that we shall not at any time, disclose to any person any of your confidential information, except in the following circumstances: 11.1.1. to our employees, officers, representatives or advisers who need to know such information for the purposes of exercising our rights or carrying out our obligations under or in connection with this Agreement. We shall ensure that our employees, officers, representatives or advisers to whom we disclose your confidential information comply with this clause; and 11.1.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

      12. HOW WE MAY USE YOUR PERSONAL INFORMATION AND DATA PROTECTION

      12.1. How we may use your personal information. We will only use your personal information as set out in our privacy policy which can be found https://railsbank.com/payrnet. (Payrnet is a wholly owned subsidiary of Railsbank Technology Limited).

      13. Anti-bribery and Corruption

      13.1. Each party shall: 13.1.1. Comply with all applicable laws, statutes, regulations, codes and guidance relating to anti- bribery and anti-corruption (“Anti-Bribery Laws”), including without limitation the Bribery Act 2010; 13.1.2. maintain throughout the term of this Agreement its own anti-bribery policies and procedures (including adequate procedures under the Bribery Act 2010) to ensure compliance with the Anti-Bribery Laws; and 13.1.3. enforce such policies and procedures where appropriate. 13.2. For the purpose of this clause, the meaning of adequate procedures shall be determined in accordance with section 7(2) and any guidance issued under section 9, Bribery Act 2010. 13.3. Each party warrants that neither it nor any of its officers, employees: 13.3.1. has been convicted of any offence involving bribery, corruption, fraud or dishonesty; nor 13.3.2. to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Bribery Laws. 13.4. Breach of this clause shall be deemed to be a material breach of this Agreement.

      14. GENERAL

      14.1. Recording of telephone conversations. We may record telephone conversations with or without use of a warning tone and we may use these recordings as evidence for a particular purpose or in relation to disputes as well as for our ongoing quality control and training programme. We may also maintain a record of all emails sent by or to us. All those recordings and records will be maintained at our absolute discretion and are our property and can be used by us in the case of a dispute. We do not guarantee that we will maintain such recordings or records or be able to make them available to you. You consent to the use and admissibility of any such recording as evidence in any dispute or anticipated dispute between the parties which relates to the dealings between the parties. 14.2. Ensuring this Agreement is legally enforceable. For a contract to be legally enforceable, there needs to be an offer, acceptance and consideration. This Agreement constitutes our offer to make the Services available to you and you agreeing to this Agreement constitutes your acceptance of this offer. In order to ensure that this Agreement is legally binding, upon you becoming a client, you promise to pay us the sum of onePound sterling, upon demand from us, as consideration. 14.3. Even if we delay in enforcing under this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 14.4. What if something unexpected happens? We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lockouts or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of subcontractors, provided that you are notified of such an event and its expected duration. 14.5. If a court finds part of this Agreement illegal, the rest will continue in force. Each of the subclauses and clauses of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining subclauses and clauses will remain in full force and effect. 14.6. We are not partners and neither of us may act as the other’s agent. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 14.7. We can make amendments to this Agreement. We shall have the right to make such amendments to this Agreement, via the EMS Technology SMPC, as are necessary to comply with any laws and regulations that are applicable to the performance of our obligations under this Agreement where such laws and regulations are implemented and/or amended after the date of this Agreement. Such amendments may be made at any time upon as much notice as possible to you and shall take effect following such notice, if any. If you object to the proposed amendments, you have the right to terminate this Agreement without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agreement before the date proposed by us for the entry into force of the changes. If no objection is received from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. 14.8. What happens if you are jointly a client of ours with another person? Where you comprise two or more people, each person will be jointly and severally liable to us in respect of all obligations contained in this Agreement. 14.9. Can you obtain a copy of this Agreement or additional information? You may request and we shall provide a copy of this Agreement and any information set out in Schedule 4 of the Regulations (if relevant) at any time prior to termination of this Agreement. 14.10. We may transfer this Agreement to someone else. We may transfer our rights and obligations under this Agreement to another organisation without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement. 14.11. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under this Agreement to another person if we agree to this in writing. 14.12. Nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. 14.13. Which laws apply to this Agreement and where you may bring legal proceedings. This Agreement and any disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England. You irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

    • Mastercard T&C
        • UK Customers
          Corporate Terms and Conditions for Business Mastercard Debit Cards issued by Payrnet Limited.
          These terms and conditions apply to your business debit card. You accept these terms and conditions by activating your debit card. You should read them carefully before activating your debit card. In these terms and conditions “you” means the Business and/or the named debit Cardholder authorised by the Business to use the Card. “We”, “us” or “our” means Payrnet Limited.
          1. Definitions
          In these terms and conditions the following words and expressions have the following meanings:
          “Account” means the electronic money account associated with the Card;
          “Agreement” means this Agreement of open-ended duration between you and us incorporating these terms and conditions, as amended from time to time;
          “Authorised” and “Authorisation” mean the act of authorising a payment transfer by using the Card together with (i) the PIN code; or (ii) the CVV code and Expiry Date; or (iii) the use of contactless technology; or (iv) the signature of the Cardholder or
          “Available Balance” means the value of unspent funds in the Account which are available for a Cardholder to spend;
          “Business” means the party authorised to fund the Account and to whom the electronic money is issued, which for the avoidance of doubt is not a Micro-Enterprise;
          “Business Day” means a day other than a Saturday or Sunday on which banks are open for business in London;
          “Card” means a Card, which is a Mastercard debit card, provided by us to a Cardholder whereby the Cardholder can spend Available Balance;
          “Card Distributor” means EMS TECHNOLOGY smpc, being your first point of contact if you have an issue with the Card or this Agreement, the contact details of which are set out in clause 2.
          “Card Distributor’s App” Means the Card Distributor’s mobile application relating to the Account and the Card.
          “Card Distributor’s Contact Details” Means the email address [email protected] and/or the Card Distributor’s Website
          “Card Distributor’s Website” means https://zillion.eu, being the website belonging to the Card Distributor.
          “Cardholder” means the person authorised by the Business to use the Card to spend Available Balance in the person’s capacity as a representative of the Business and not in its own personal capacity. For the avoidance of doubt a Cardholder is not acting as a consumer for the purposes of this Agreement;
          “Expiry Date” means the expiry date of the Card, which will usually be printed on the Card.
          “Fee” means any fee assessed against a Card, as referenced in the Fees Schedule;
          “Fees Schedule” means the fee schedule which may be updated from time to time. The current version is available on the Card Distributor’s Website or Card Distributor’s App;
          “Issuer” means Payrnet Limited, further details of which are set out in clause 30.
          “KYC” means ‘know your customer’ which means the requirements for knowledge of and information on customers of regulated entities in order to comply with anti-money laundering and counter-terrorist financing law;
          “Merchant” means a retailer or any other person that accepts Cards;
          “Micro-Enterprise” means an entity which is engaged in an economic activity of any form which employs fewer than 10 people and whose annual turnover and/or balance sheet total that does not does not exceed €2 million;
          “PIN” means the personal identification number associated with a Card which can be used as one method of Authorising Transactions;
          “Shortfall” means when the balance of Available Balance is negative for whatever reason, including when a Transaction has been Authorised when there was not a sufficient Available Balance;
          “Transaction” means: (i) paying a Merchant for goods and/or services through Authorising the Card; and (ii) obtaining cash from an ATM or bank by Authorising the Card;
          “Virtual Card” means where applicable a non-physical Card.
          “you” means the Business and/or the Cardholder, as the context may require.
          2. Contact Details
          The Card can be activated and managed online via the Card Distributor’s Website and/or via the Card Distributor’s App.
          The Card Distributor should be your first point of contract if you have any issues with the Card or this Agreement. The Card Distributor can be contacted using the Card Distributor’s Contact Details.
          3. This Agreement
          This Agreement governs the relationship between you and us for the provision of the Card by us to the Cardholder. This Agreement also contains important warnings and information that may affect your rights. By using your Card, you will be deemed to have accepted and fully understood the terms and conditions set out in this Agreement and you agree to comply with these by your use of the Card and/or by indicating your acceptance. The Card remains our property. The Card is not transferable.
          4. The Card
          The Card is a debit card; it is not a credit, charge or pre-paid card. The Business will not earn any interest on any funds sent to the Account.
          You must ensure that there is sufficient Available Balance to enter into each Transaction that you enter into using the Card (including value added tax and any other taxes, charges and Fees that are applicable).
          Depending on your program you may receive a Virtual Card. In such cases we will provide You with the number of the Virtual Card, the Expiry Date of the Virtual Card and the CVV2 code.
          If for any reason a Transaction is processed and the Transaction amount exceeds the Available Balance, the Business must repay us the amount of such excess immediately and we will be entitled to stop any existing or subsequent Transactions from proceeding.
          5. KYC
          We require evidence of who you are and your address for our KYC procedures. We may ask the Cardholder or the Business to provide some documentary evidence to prove this and/or we may carry out checks on you electronically.
          The files of credit reference agencies may be searched to assist in the identity verification process. This is not a credit search and does not have a detrimental effect on an individual’s credit score/rating or influence an individual’s ability to obtain or raise credit. The credit reference agency will keep a record of any search and this will show as a ‘soft footprint’ on your credit record to alert you that a search was conducted.
          6. Funds in the Account
          Only the Business can add money to the Account. The Cardholder will not be able to add money to the Account.
          We reserve the right to suspend or terminate the right add money to the Account at any time without notice.
          The Business solely owns the funds representing the Available Balance and is the beneficial owner of these funds.
          7. Service limits
          Transactions may be restricted by Card type, individual usage patterns and payment risk profiles. For anti-money laundering and anti-fraud reasons, we reserve our right to change particular payment restrictions (including from those published or included herein) without notice and to the extent required to meet our regulatory obligations.
          8. Use of the Card
          To activate the Card you will need to log onto the Card Distributor App or Card Distributor’s Website and use the activate card function.
          We will be entitled to assume that a Transaction has been Authorised by You where (i) the magnetic strip on the Card was swiped by the Merchant; (ii) the Card was inserted into a chip & PIN device and the PIN was entered; (iii) relevant information was supplied to the Merchant that allows them to process the Transaction, for example, providing the Merchant with the 3-digit security code on the back of the Card in the case of an internet or other non-face-to-face Transaction; or (iv) the Card is tapped against a contactless-enabled reader and accepted by such reader.
          The Cardholder should only use the Card as permitted by the Business. If the Cardholder uses the Card, we are entitled to presume that the Cardholder has the Business’ permission to spend the Available Balance until notified to the contrary by the Business. The Cardholder can use the Card up to the amount of the Available Balance for Transactions (i) via the Internet, (ii) at Merchants and (iii) to make cash withdrawals from ATMs, provided that such application is included in the card program.
          We will deduct the value of the Transactions from the Available Balance in the Account. We will also deduct any applicable Fees as soon as they become payable by the Business based upon the Fees Schedule.
          ATM withdrawals may also be subject to fees, foreign exchange rates, maximum withdrawal limits, rules and regulations of the relevant ATM operator or bank. It is your responsibility to check whether any such additional fees apply, as they cannot be refunded once the cash has been withdrawn.
          Like other card issuers, we cannot guarantee a Merchant, an ATM operator or a bank will accept the Card.
          We may at any time suspend, restrict or terminate the Card and/or the Account, refuse to issue or replace a Card or refuse to authorise a Transaction for reasons relating to the following:
          ● if we have reasonable grounds to believe that the Card is being in a way which is not approved by the Business;
          ● if we have reasonable grounds to believe that the security of the Card has been compromised or suspect that the Card is being used in an unauthorised or fraudulent manner;
          ● if there is insufficient Available Balance in the Account at the time of a Transaction to cover the amount of the Transaction and any applicable Fees;
          ● if there is an outstanding Shortfall in the Account;
          ● if we have reasonable grounds to believe that you are acting in breach of this Agreement;
          ● if we have reasonable grounds to believe that a Transaction is potentially suspicious or illegal (for example, if we believe that a Transaction is being made fraudulently) or because of errors, failures (whether mechanical or otherwise) or refusals by Merchants, payment processors or payment schemes processing Transactions, or
          ● if we need to do so in order to comply with the law.
          If we do this, we will inform you of the action taken and its reasons in advance or, if that is not possible, immediately after, unless to do so would compromise reasonable security measures or be otherwise unlawful. We will reactivate the Account and where appropriate issue you with a replacement Card if after further investigations we reasonably believe that the reasons for the action no longer apply.
          The Business will remain responsible to the Issuer for the use of the Card. Your ability to use or access the Card may occasionally be interrupted, for example, if we need to carry out maintenance on our systems. Please contact us using the contact details set out in clause 2 to notify us of any problems you are experiencing using the Card or Account and we will endeavour to resolve any problem.
          You can manage the Card and view your e-statements by accessing the Account online via the Card Distributor’s Website or Card Distributor App. You may at any time view the details of the Transactions in the Account using the relevant credentials. You must keep your credentials safe and not disclose them to anyone. The Account will include all Transactions notified to us up to the evening of the previous Business Day.
          Your transaction information (“e-statement”) will contain: (i) a reference enabling you to identify each Transaction; (ii) the amount of each Transaction; (iii) the currency in which the Card is debited; (iv) the amount of any Transaction charges including their break down, where applicable; the exchange rate used in the Transaction and the amount of the Transaction after the currency conversion, where applicable; and (v) the Transaction debit value date.
          9. Conditions of use at certain Merchants
          In some circumstances we or Merchants may require you to have an Available Balance in excess of the Transaction amount.
          Some Merchants may not accept payment using the Card. It is your responsibility to check the policy with each Merchant. We accept no liability if a Merchant refuses to accept payment using the Card.
          10. Keeping the Card secure and liability
          You are responsible for the Card, Account and PIN. Do not share the Card or Account security details with anyone.
          You must take all reasonable steps to keep the PIN safe and separate from the Card or any record of the Card number and not disclose it to anyone else. This includes:
          ● not keeping your PIN with the Card;
          ● not storing the PIN on a device which is not password protected;
          ● never sharing your PIN with anyone;
          ● when entering your PIN, taking all reasonable steps to ensure it cannot be observed by others;
          ● not entering your PIN into any terminal that appears to be modified or suspicious, and
          ● if you believe that anyone has gained unauthorised access to your PIN, notifying us without undue delay following the procedures in clause 16.
          You will need a PIN in order to make payments at a Merchant or cash withdrawals (from an ATM or a bank) with the Card. If you forget your PIN, you may retrieve the PIN or request a replacement PIN by using the contact details set out in clause 2.
          We recommend that you check your Available Balance in your Account regularly on the Card Distributor’s Website or Card Distributor’s App. You will be provided with your Available Balance and a statement of recent Transactions on the Account either by electronic means or on the Card Distributor’s Website or on the Card Distributor App at any time. We also recommend and instruct you to go thoroughly over all the Transactions on a regular basis on the Card Distributor’s Website or Card Distributor’s App.
          The Business will be liable for all losses, including any related fees and charges, for any unauthorised Transaction if we can show that you have (i) acted fraudulently or (ii) failed with intent or gross negligence to use and keep safe the Card, Account or PIN in accordance with this Agreement.
          The Business will also be liable for all losses, including any related fees and charges, for any unauthorised or incorrectly executed Transaction if you fail to notify us without undue delay on becoming aware of the Transaction, and in any event within 30 days of the Transaction debit date.
          In all other circumstances the maximum liability will be as set out in this clause 10 and in clauses 16 and 18.
          If you believe that someone else knows the Account or Card security details, you should contact us without undue delay.
          Once any Card on the Account has expired or if it is found after you have reported it as lost or stolen, you agree to destroy it by cutting it in two through the magnetic strip.
          The Business agrees to indemnify and hold us harmless from and against all reasonable costs of any legal action taken to successfully enforce this Agreement arising out of a material breach of any of the terms and conditions of this Agreement by you or by your fraudulent conduct.
          11. Authorising and executing Transactions
          Once a Transaction is Authorised, it cannot be withdrawn or revoked.
          Within the European Economic Area (EU countries plus Iceland, Liechtenstein and Norway) we will usually execute the Transaction by transferring the amount of the Transaction to the payment service provider of the Merchant by the end of the next Business Day following the receipt of the instructions to transfer the amount. If we receive the instructions after 4:30 pm, they will be deemed received by us on the following Business Day. If the payment service provider of the Merchant is located outside the EEA, we will execute the Transaction as soon as possible.
          12. Communications regarding the Account
          You can check the Available Balance and Transaction history at any time by logging onto the Card Distributor’s Website or Card Distributor’s App.
          13. Cancelling the Card and terminating the Agreement
          If you wish to terminate this Agreement at any time, you must request cancellation or termination by contacting us using the contact details set out in clause 2 informing us of your wish to terminate. The Agreement also terminates upon Card expiry subject to clause 14.
          Once we have received all the necessary information from you and we have completed and are satisfied with the outcome of applicable anti-money laundering, fraud and other illegal activity checks (including KYC), and once all Transactions and applicable fees and charges have been processed, we will send any Available Balance to the Business’s designated payment or bank account less any fees and charges payable to us, provided that no law, regulation, law enforcement agency, court or regulatory authority requires us to withhold the Available Balance. If we are not able to send the Available Balance for whatever reason, it will be safeguarded pursuant to clause 30 for a maximum period of twenty (20) years, after which time it will become our property. A fee will be charged during this period until either the Available Balance is sent to the Business or it is exhausted. The Available Balance will be sent as soon as it is possible to do so.
          A Fee may be charged for cancellation (see clause 20 below) unless you have arranged to transfer any unused funds to another Card managed by us for the Business.
          If, following distribution of the Available Balance to the Business, any further Transactions are found to have been made or charges or fees incurred using the Card or we receive a reversal of any prior Transaction, we will notify the Business of the amount and the Business must immediately repay us such amount on demand as a debt.
          14. Expiry & redemption
          The funds on the Account will no longer be usable following the Expiry Date of the most recent Card that was issued under the Account until a replacement Card is issued.
          The Card and this Agreement will terminate on the Expiry Date unless you are issued a renewal Card prior to the Expiry Date. You may not use the expired Card after the Expiry Date. If a Card expires before the Available Balance is exhausted, the Available Balance on the Expiry Date will be returned to the Business as set out in and subject to clause 13.
          We will have the right to set-off, transfer, or apply part or all of the Available Balance to satisfy all or any liabilities and fees owed to us by the Business that have not been paid or satisfied when due.
          Authorisation will be requested for a Transaction at the time of the Transaction. In the unlikely event, for any reason whatsoever, a Transaction is completed when there are insufficient funds on the Account for that Transaction which results in a Shortfall, the Shortfall will be repaid by the Business unless it is due to:
          ● an error on the part of the Merchant to which the Card was provided by you as the means of payment, or
          ● an error on the part of the Issuer.
          Should the Business not repay this amount immediately after receiving an invoice or notification from us or the Card Distributor, we reserve the right to take all steps necessary, including legal action, to recover any monies outstanding.
          15. Termination and suspension of Card and Account
          We may terminate the Agreement for any reason by giving you at least 30 days’ notice.
          We may terminate the Agreement without prior notice if:
          ● you breach an important part of this Agreement, or repeatedly breach the Agreement and fail to resolve the matter in a timely manner;
          ● we so agree with the Business;
          ● the Business fails to pay fees or charges that you have incurred or fail to cure any Shortfall, or
          ● we are required to do so by law or by the card scheme (for example, where the provision of the Card to you becomes unlawful).
          We may also terminate this Agreement or suspend the Card or Account without prior notice if:
          ● we reasonably believe the Card is deliberately being used by you to commit fraud or for other illegal purposes, or
          ● we discover that any of the information you provided us with when you applied for the Card was incorrect.
          If we terminate the Agreement without prior notice, we will tell you as soon as practicable afterwards unless we are prohibited by law from doing so.
          16. Lost and stolen Card and the right to a refund for unauthorised Transactions
          If you know or suspect that the Card is lost or stolen, or that the PIN code is known to an unauthorised person, or if you think a Transaction has been unauthorised, you must tell us without undue delay by calling us using the number set out in clause 2 of this Agreement.
          A Transaction will be considered to be unauthorised if you have not given your consent for the Transaction to be made by Authorising it. In order for any unauthorised Transaction amount to be refunded to the Account, you must report the Transaction without undue delay upon becoming aware of it. A refund cannot be made for any unauthorised Transaction reported after 30 days have passed following the debit date of the Transaction.
          Despite the possible 30 day’s refund period, a refund cannot be made for an unauthorised Transaction if the Transaction was correctly displayed in the Account activity online and you failed to inform us about the Transaction being unauthorised without undue delay upon seeing the Transaction in the Account activity online. In this respect we urge you to check the Account activity online on a regular basis and review the Transactions carefully.
          When you call using the contact details set out in clause 2, you will be asked to provide us with the Card’s number where possible and some other identifying details. If there is an Available Balance remaining in the Account, we will replace the Card for the Account. Alternatively, the Available Balance can be redeemed to the Business. If we replace the Card, the Card will be delivered to the registered address subject to possible Fees.
          We will refund as soon as possible, and no later than by the end of the day on which the unauthorised Transaction is reported by you, the full amount of any unauthorised Transaction reported by you, including any associated Fees and charges, provided you notify us of the Transaction in accordance with this Agreement except that:
          ● we will refund at the beginning of the next Business Day any unauthorised Transactions reported on a day that is not a Business Day or reported after 4:30 pm on a Business Day;
          ● if there is evidence that you acted fraudulently or have with intent or gross negligence failed to comply with the Agreement in relation to the use of the Card and safety of the Card’s security details, we will first carry out a prompt investigation to determine whether the Transaction was Authorised by you and will only refund if the investigation shows that the Transaction was not Authorised by you, and
          ● if the Card was lost or stolen or you have failed to keep your PIN or other security details safe from misappropriation, the Business will be liable for losses up to a maximum of 35 GBP (or equivalent in another currency) per instance of loss, theft or misappropriation.
          The Business will be liable for all losses incurred in respect of an unauthorised Transaction where you have acted fraudulently or have with intent or gross negligence failed to comply with the Agreement in relation to the use of the Card and safety of its security features.
          Except where you have acted fraudulently the Business will not be liable for any losses incurred in respect of an unauthorised Transaction arising after you notify us of the Transaction in accordance with the Agreement. The Business is not liable for any losses that occur where the Card has been used in a ‘card not present’ environment except where you have acted fraudulently or with intent or gross negligence.
          If there is evidence that you checked the online Account and did not notify us of the unauthorised Transaction without undue delay, we may not refund the Account.
          We reserve the right to investigate any disputed Transaction or misuse of the Card before and after a refund. In order to do so we may need more information and assistance from you and you are required to reasonably cooperate with any investigation by us or any law enforcement agency or other competent authority. If we make a refund following the claim and subsequently establish that the conditions for the refund have not been met, we may deduct it from the Available Balance after notifying you. If there is no sufficient Available Balance, the Business must repay us the amount immediately on demand.
          17. Our liability
          We will not be liable for any loss arising from:
          ● your inability to use the Card as set out or for any reason stated in clauses 10 and 13;
          ● any cause which results from abnormal or unforeseen circumstances beyond our control, consequences of which would have been unavoidable despite all our efforts to the contrary, including but not limited to fault in or failure of data processing systems, lack of funds, maximum withdrawal limits set by ATM operators;
          ● a Merchant refusing to accept the Card;
          ● any issue with the goods or services that are purchased with the Card;
          ● any loss or theft that is reported later than 30 days following the debit date of the Transaction in question;
          ● our compliance with legal and regulatory requirements;
          ● our suspending, restricting or cancelling the Card or refusing to issue or replace it in accordance with clause 8 above, or
          ● loss or corruption of data unless caused by our wilful default.
          From time to time, your ability to use the Card may be interrupted, e.g. when we carry out maintenance to improve and keep the service running for our customers. If this happens, the Business may be unable to add funds to your Account, and/or you may be unable to:
          ● use the Card to enter into a Transaction, and/or
          ● obtain information about the funds available in your Account and/or about the recent Transactions.
          We will not be liable for any loss arising from such interruptions.
          We are also not liable for:
          ● business interruption, loss of revenue, goodwill, opportunity or anticipated savings, or
          ● any indirect or consequential loss arising from your total or partial use or inability to use the Card, or the use of the Card by any third party.
          To the fullest extent permitted by relevant law, and subject to clauses 16 and 18, our total liability under or arising from this Agreement will be limited as follows:
          ● where the Card is faulty due to our default, our liability will be limited to replacement of the Card; and
          ● where sums are incorrectly deducted from the Available Balance due to our fault, our liability will be limited to payment to the Business of an equivalent amount, and
          ● in all other circumstances of our default, our liability will be limited to repayment of the amount of the Available Balance.
          No party will be liable for, or be considered in breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.
          The above exclusions and limitations set out in this clause 17 will apply to any liability of our affiliates, such as Mastercard or other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with this Agreement.
          18. The right to a refund for Authorised and incorrectly executed Transactions
          A refund may be made for an Authorised Transaction if (i) your Authorisation of the Transaction did not specify the exact amount at the time of the Authorisation, and (ii) the amount exceeded what you would have reasonably expected taking into consideration your previous spending patterns and other relevant circumstances. A claim for a refund of such a Transaction must be made within 30 days from the date on which the funds were deducted from the Available Balance. We may require you to provide us with such information as is reasonably necessary to ascertain whether the conditions for the refund are met. Within ten (10) Business Days of receiving (i) the claim for a refund or (ii) where applicable, any further information we requested from you, we will either refund the full amount of the Transaction to the Account or provide you with justification for refusing the refund.
          In order to receive a refund to the Account for an incorrectly executed Transaction (including non-executed or defectively executed Transaction), you must report the Transaction without undue delay upon becoming aware of it. A refund will not be made for any incorrectly executed Transaction reported after 30 days have passed following the debit date of the Transaction.
          Despite the possible 30 days refund period a refund will not be made for an incorrectly executed Transaction if the Transaction was correctly displayed in the Account activity online and you failed to inform us about the Transaction being incorrectly executed without undue delay upon seeing the Transaction in the Account activity online. In this respect we urge you to check the Account activity online on a regular basis and review the Transactions carefully.
          As soon as practicable after you have notified us of a disputed Transaction in accordance with this Agreement, you must confirm the disputed Transaction in writing by email or by post, setting out full details of the Transaction and your reason for disputing it. You must provide us with all receipts and information that are relevant to the claim.
          Where we are liable for an incorrectly executed Transaction, we will without undue delay refund the amount of the Transaction to the Account, restore the Account to the state it would have been had the defective Transaction not taken place and refund any charges and interest that have arisen as a consequence of the non-execution or defective execution of the Transaction provided you notify us of the Transaction in accordance with this clause 18.
          If we make a refund following a claim and subsequently establish that the conditions for the refund have not been met, we may deduct it from the Available Balance after notifying you. If there is no sufficient Available Balance, the Business must repay us the amount immediately on demand.
          If you are not satisfied with the justification provided for refusing the refund or with the outcome of the refund claim, you may submit a complaint as described in clause 25.
          19. Changes to this Agreement
          We may change the Agreement by notifying you by e-mail or other agreed means 2 weeks before the change is due to take effect. You will be deemed to have accepted the notified change unless you tell us that you do not agree to the change prior to the change being effective. In this case, the Agreement will terminate upon expiry of the notice. You also have a right to terminate the Agreement immediately and without charge at any point during the notice. In such circumstances we will refund the Available Balance on the Account in accordance with clause 13 and you will not be charged a Fee for closing the Account.
          We may make immediate changes to the exchange rate used to convert money from one currency to another as part of a Transaction.
          20. Fees and limits
          We may charge Fees in connection with any of our services and facilities that you have made use of or requested based on our Fees Schedule. The Fees Schedule is subject to changes. The most recent update of schedule will be available on the Card Distributor’s Website or Card Distributor’s App.
          We may charge you an administration charge as set out in the Fee Schedule in the following circumstances:
          ● in the event that you make any payment to us that is subsequently reversed after sixty (60) days due to inadequate account information or inadequate KYC documentation, and
          ● to cover our reasonable costs and expenses in providing you with manual support on the Account not otherwise required under the Agreement (e.g. a request for legal, police, court or other judicial support).
          We may charge you a Fee for chargebacks as set out in the Fees Schedule where a receiving bank declines receipt of a payment following a request to transfer the funds from the Card.
          We have the right to review and change the amount of Available Balance you are able to have in the Account and the spending limits on the Card at any time and will notify you accordingly.
          21. Cardholder and Business details
          You must let us know as soon as possible if you change your name, address, phone number or e-mail address. If we contact you in relation to the Card or the Account, for example, to notify you that we have cancelled the Card, we will use the most recent contact details you have provided to us. We will not be liable to you if your contact details have changed and you have not informed us.
          22. Data protection
          You agree that we can use your personal information in accordance with our privacy policy which is set out at https://www.railsbank.com/privacypolicy. The Card Distributor may also use your personal information in accordance with its privacy policy which is set out on the https://zillion.eu/privacypolicy/ . Please note that us and the Card Distributor are each independent data controllers. Each privacy policy includes details of the personal information collected, how it will be used, and who it is passed onto. You can tell us if you do not want to receive any marketing materials from us.
          To comply with applicable KYC-and anti-money laundering rules and regulations our bank, the Issuer, the Card Distributor and the relevant programme manager and/or any other business partner (all together a “Partner”) who will introduce the Cardholder to the Card Distributor and the Issuer, shall be entitled to carry out all necessary verifications regarding the Cardholders identity. The abovementioned Partner and the Card Distributor may use a recognised agency for this verification purposes (details of the agency used will be provided to you on request). In this respect, the Cardholder’s personal data will be transferred to the Card Distributor and the Issuer and will processed also outside the United Kingdom.
          23. Payment disputes with Merchants
          In relation to any dispute between you and a Merchant, provided you are able to satisfy us that you have already made all efforts to resolve the dispute with the relevant Merchant, we will attempt to assist you so far as is reasonably practicable. We may charge you a Fee as referenced in the Fees Schedule for any such assistance we may give you with any such dispute. If there is an irresolvable dispute with a Merchant in circumstances where the Card has been used for a Transaction, you will be liable for the Transaction and will have to resolve this directly with the relevant Merchant.
          24. Communication
          Unless required otherwise by other provisions of this Agreement, if you have an enquiry relating to the Card, you can call us using the contact details set out in clause 2.
          This Agreement is concluded in English. All communications with you will be in English.
          We may contact you by e-mail, text message or post unless provided otherwise under the Agreement. You must maintain a valid e-mail address, a valid mobile telephone number and a valid address registered with us and must notify us of any changes in your registered details without delay. You agree to check for incoming messages regularly.
          Any e-mail will be deemed received as soon as it is sent unless within 24 hours the sender receives a failure notice indicating that the email has not been transmitted. Any e-mail will be deemed received by the recipient on the day it is received in his e-mail inbox if received before 4.30 pm on a Business Day. If received at any other time, it will be deemed received on the next Business Day.
          Any communication or notice sent by post will be deemed received three (3) days from the date of posting for UK post or within five (5) days of posting for international post. Any communication or notice sent by text message will be deemed received the same day.
          25. Complaints
          If you are not satisfied with the Card or the way it is managed, tell us by contacting us using the contact details set out in clause 2 so that we can investigate the circumstances for you. You may also request to be provided with a copy of our complaints procedure at any time. Any complaints you have will be dealt with quickly and fairly and you agree to cooperate with us and provide the necessary information for us to investigate and resolve the complaint.
          We will endeavour to handle your complaint fairly and quickly, however, if you are not satisfied with the outcome, you may contact the Financial Ombudsman Service at Exchange Tower, London E14 9SR; telephone: 0800 023 4567 or 0300 123 9 123; website: http://www.financial-ombudsman.org.uk; and e-mail: [email protected].
          The European Commission’s online dispute resolution (“ODR”) platform is at: https://ec.europa.eu/consumers/odr/main/?event=main.adr.show. The ODR platform can be used to resolve disputes between the Issuer and consumers.
          26. Assignment
          We may assign this Agreement to another company at any time. If we assign the Agreement to another company you will be given prior notice of this. Unless you tell us within 2 weeks that you do not want to continue with the Agreement after the assignment, you agree that we can assign the Agreement in this way. Your rights will not be affected by such assignment should it happen. You may not assign the Agreement to a third party. Your right to terminate the Agreement under clause 13 is not affected.
          27. Governing law
          This Agreement will be governed by English law and the English courts will have exclusive jurisdiction regarding any legal proceedings between us.
          28. Protection of funds
          We ensure that once we have received the funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made by the Card. In the event that we become insolvent, funds against which the Issuer has already issued electronic money are protected against the claims made by creditors.
          29. Business opt-out
          Pursuant to regulations 40(7) and 63(5) of the Payment Services Regulations 2017 (“PSR”) the parties agree that: (i) Part 6 PSR does not apply to the Agreement; (ii) the obligations set out in regulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92 and 94 of Part 7 PSR do not apply to the provision of services under this Agreement; and (iii) that a different time period applies for regulation 74(1) of Part 7 PSR.
          30. The Issuer of the Card
          The Card is issued by Payrnet Limited. whose company number is 09883437 and whose registered office is Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX. Payrnet Limited is an electronic money institution authorised and regulated by the Financial Conduct Authority with register number 900594.
          Payrnet Limited. can be contacted by email – [email protected].. Payrnet Limited’s web address is https://www.railsbank.com/payrnet.
          31. Third Party Payment Service Providers
          This section 31 applies when you use the services of an AISP (or PISP). We may deny an AISP (or PISP) access to the online account connected to the Card for reasonably, justified and duly evidenced reasons relating to unauthorised or fraudulent access to the online account by that AISP (or PISP, including the unauthorised or fraudulent initiation of a transaction.) If we do deny access in this way, we will notify you of the denial and the reason for the denial in advance if possible, or immediately after the denial of access, unless to do so would compromise reasonably justified security reasons or is unlawful. We will allow AISP (or PISP) access to the online account once the reasons for denying access no longer apply.
          Fees Schedule
          Fee schedule is available on the Card Distributer Web Site or Card Distributor’s App
        Corporate Terms and Conditions for Business Mastercard Debit Cards issued by Payrnet Limited.
        These terms and conditions apply to your business debit card. You accept these terms and conditions by activating your debit card. You should read them carefully before activating your debit card. In these terms and conditions “you” means the Business and/or the named debit Cardholder authorised by the Business to use the Card. “We”, “us” or “our” means Payrnet Limited.
        1. Definitions
        In these terms and conditions the following words and expressions have the following meanings:
        “Account” means the electronic money account associated with the Card;
        “Agreement” means this Agreement of open-ended duration between you and us incorporating these terms and conditions, as amended from time to time;
        “Authorised” and “Authorisation” mean the act of authorising a payment transfer by using the Card together with (i) the PIN code; or (ii) the CVV code and Expiry Date; or (iii) the use of contactless technology; or (iv) the signature of the Cardholder or
        “Available Balance” means the value of unspent funds in the Account which are available for a Cardholder to spend;
        “Business” means the party authorised to fund the Account and to whom the electronic money is issued, which for the avoidance of doubt is not a Micro-Enterprise;
        “Business Day” means a day other than a Saturday or Sunday on which banks are open for business in London;
        “Card” means a Card, which is a Mastercard debit card, provided by us to a Cardholder whereby the Cardholder can spend Available Balance;
        “Card Distributor” means EMS TECHNOLOGY smpc, being your first point of contact if you have an issue with the Card or this Agreement, the contact details of which are set out in clause 2.
        “Card Distributor’s App” Means the Card Distributor’s mobile application relating to the Account and the Card.
        “Card Distributor’s Contact Details” Means the email address [email protected] and/or the Card Distributor’s Website
        “Card Distributor’s Website” means https://zillion.eu, being the website belonging to the Card Distributor.
        “Cardholder” means the person authorised by the Business to use the Card to spend Available Balance in the person’s capacity as a representative of the Business and not in its own personal capacity. For the avoidance of doubt a Cardholder is not acting as a consumer for the purposes of this Agreement;
        “Expiry Date” means the expiry date of the Card, which will usually be printed on the Card.
        “Fee” means any fee assessed against a Card, as referenced in the Fees Schedule;
        “Fees Schedule” means the fee schedule which may be updated from time to time. The current version is available on the Card Distributor’s Website or Card Distributor’s App;
        “Issuer” means Payrnet Limited, further details of which are set out in clause 30.
        “KYC” means ‘know your customer’ which means the requirements for knowledge of and information on customers of regulated entities in order to comply with anti-money laundering and counter-terrorist financing law;
        “Merchant” means a retailer or any other person that accepts Cards;
        “Micro-Enterprise” means an entity which is engaged in an economic activity of any form which employs fewer than 10 people and whose annual turnover and/or balance sheet total that does not does not exceed €2 million;
        “PIN” means the personal identification number associated with a Card which can be used as one method of Authorising Transactions;
        “Shortfall” means when the balance of Available Balance is negative for whatever reason, including when a Transaction has been Authorised when there was not a sufficient Available Balance;
        “Transaction” means: (i) paying a Merchant for goods and/or services through Authorising the Card; and (ii) obtaining cash from an ATM or bank by Authorising the Card;
        “Virtual Card” means where applicable a non-physical Card.
        “you” means the Business and/or the Cardholder, as the context may require.
        2. Contact Details
        The Card can be activated and managed online via the Card Distributor’s Website and/or via the Card Distributor’s App.
        The Card Distributor should be your first point of contract if you have any issues with the Card or this Agreement. The Card Distributor can be contacted using the Card Distributor’s Contact Details.
        3. This Agreement
        This Agreement governs the relationship between you and us for the provision of the Card by us to the Cardholder. This Agreement also contains important warnings and information that may affect your rights. By using your Card, you will be deemed to have accepted and fully understood the terms and conditions set out in this Agreement and you agree to comply with these by your use of the Card and/or by indicating your acceptance. The Card remains our property. The Card is not transferable.
        4. The Card
        The Card is a debit card; it is not a credit, charge or pre-paid card. The Business will not earn any interest on any funds sent to the Account.
        You must ensure that there is sufficient Available Balance to enter into each Transaction that you enter into using the Card (including value added tax and any other taxes, charges and Fees that are applicable).
        Depending on your program you may receive a Virtual Card. In such cases we will provide You with the number of the Virtual Card, the Expiry Date of the Virtual Card and the CVV2 code.
        If for any reason a Transaction is processed and the Transaction amount exceeds the Available Balance, the Business must repay us the amount of such excess immediately and we will be entitled to stop any existing or subsequent Transactions from proceeding.
        5. KYC
        We require evidence of who you are and your address for our KYC procedures. We may ask the Cardholder or the Business to provide some documentary evidence to prove this and/or we may carry out checks on you electronically.
        The files of credit reference agencies may be searched to assist in the identity verification process. This is not a credit search and does not have a detrimental effect on an individual’s credit score/rating or influence an individual’s ability to obtain or raise credit. The credit reference agency will keep a record of any search and this will show as a ‘soft footprint’ on your credit record to alert you that a search was conducted.
        6. Funds in the Account
        Only the Business can add money to the Account. The Cardholder will not be able to add money to the Account.
        We reserve the right to suspend or terminate the right add money to the Account at any time without notice.
        The Business solely owns the funds representing the Available Balance and is the beneficial owner of these funds.
        7. Service limits
        Transactions may be restricted by Card type, individual usage patterns and payment risk profiles. For anti-money laundering and anti-fraud reasons, we reserve our right to change particular payment restrictions (including from those published or included herein) without notice and to the extent required to meet our regulatory obligations.
        8. Use of the Card
        To activate the Card you will need to log onto the Card Distributor App or Card Distributor’s Website and use the activate card function.
        We will be entitled to assume that a Transaction has been Authorised by You where (i) the magnetic strip on the Card was swiped by the Merchant; (ii) the Card was inserted into a chip & PIN device and the PIN was entered; (iii) relevant information was supplied to the Merchant that allows them to process the Transaction, for example, providing the Merchant with the 3-digit security code on the back of the Card in the case of an internet or other non-face-to-face Transaction; or (iv) the Card is tapped against a contactless-enabled reader and accepted by such reader.
        The Cardholder should only use the Card as permitted by the Business. If the Cardholder uses the Card, we are entitled to presume that the Cardholder has the Business’ permission to spend the Available Balance until notified to the contrary by the Business. The Cardholder can use the Card up to the amount of the Available Balance for Transactions (i) via the Internet, (ii) at Merchants and (iii) to make cash withdrawals from ATMs, provided that such application is included in the card program.
        We will deduct the value of the Transactions from the Available Balance in the Account. We will also deduct any applicable Fees as soon as they become payable by the Business based upon the Fees Schedule.
        ATM withdrawals may also be subject to fees, foreign exchange rates, maximum withdrawal limits, rules and regulations of the relevant ATM operator or bank. It is your responsibility to check whether any such additional fees apply, as they cannot be refunded once the cash has been withdrawn.
        Like other card issuers, we cannot guarantee a Merchant, an ATM operator or a bank will accept the Card.
        We may at any time suspend, restrict or terminate the Card and/or the Account, refuse to issue or replace a Card or refuse to authorise a Transaction for reasons relating to the following:
        ● if we have reasonable grounds to believe that the Card is being in a way which is not approved by the Business;
        ● if we have reasonable grounds to believe that the security of the Card has been compromised or suspect that the Card is being used in an unauthorised or fraudulent manner;
        ● if there is insufficient Available Balance in the Account at the time of a Transaction to cover the amount of the Transaction and any applicable Fees;
        ● if there is an outstanding Shortfall in the Account;
        ● if we have reasonable grounds to believe that you are acting in breach of this Agreement;
        ● if we have reasonable grounds to believe that a Transaction is potentially suspicious or illegal (for example, if we believe that a Transaction is being made fraudulently) or because of errors, failures (whether mechanical or otherwise) or refusals by Merchants, payment processors or payment schemes processing Transactions, or
        ● if we need to do so in order to comply with the law.
        If we do this, we will inform you of the action taken and its reasons in advance or, if that is not possible, immediately after, unless to do so would compromise reasonable security measures or be otherwise unlawful. We will reactivate the Account and where appropriate issue you with a replacement Card if after further investigations we reasonably believe that the reasons for the action no longer apply.
        The Business will remain responsible to the Issuer for the use of the Card. Your ability to use or access the Card may occasionally be interrupted, for example, if we need to carry out maintenance on our systems. Please contact us using the contact details set out in clause 2 to notify us of any problems you are experiencing using the Card or Account and we will endeavour to resolve any problem.
        You can manage the Card and view your e-statements by accessing the Account online via the Card Distributor’s Website or Card Distributor App. You may at any time view the details of the Transactions in the Account using the relevant credentials. You must keep your credentials safe and not disclose them to anyone. The Account will include all Transactions notified to us up to the evening of the previous Business Day.
        Your transaction information (“e-statement”) will contain: (i) a reference enabling you to identify each Transaction; (ii) the amount of each Transaction; (iii) the currency in which the Card is debited; (iv) the amount of any Transaction charges including their break down, where applicable; the exchange rate used in the Transaction and the amount of the Transaction after the currency conversion, where applicable; and (v) the Transaction debit value date.
        9. Conditions of use at certain Merchants
        In some circumstances we or Merchants may require you to have an Available Balance in excess of the Transaction amount.
        Some Merchants may not accept payment using the Card. It is your responsibility to check the policy with each Merchant. We accept no liability if a Merchant refuses to accept payment using the Card.
        10. Keeping the Card secure and liability
        You are responsible for the Card, Account and PIN. Do not share the Card or Account security details with anyone.
        You must take all reasonable steps to keep the PIN safe and separate from the Card or any record of the Card number and not disclose it to anyone else. This includes:
        ● not keeping your PIN with the Card;
        ● not storing the PIN on a device which is not password protected;
        ● never sharing your PIN with anyone;
        ● when entering your PIN, taking all reasonable steps to ensure it cannot be observed by others;
        ● not entering your PIN into any terminal that appears to be modified or suspicious, and
        ● if you believe that anyone has gained unauthorised access to your PIN, notifying us without undue delay following the procedures in clause 16.
        You will need a PIN in order to make payments at a Merchant or cash withdrawals (from an ATM or a bank) with the Card. If you forget your PIN, you may retrieve the PIN or request a replacement PIN by using the contact details set out in clause 2.
        We recommend that you check your Available Balance in your Account regularly on the Card Distributor’s Website or Card Distributor’s App. You will be provided with your Available Balance and a statement of recent Transactions on the Account either by electronic means or on the Card Distributor’s Website or on the Card Distributor App at any time. We also recommend and instruct you to go thoroughly over all the Transactions on a regular basis on the Card Distributor’s Website or Card Distributor’s App.
        The Business will be liable for all losses, including any related fees and charges, for any unauthorised Transaction if we can show that you have (i) acted fraudulently or (ii) failed with intent or gross negligence to use and keep safe the Card, Account or PIN in accordance with this Agreement.
        The Business will also be liable for all losses, including any related fees and charges, for any unauthorised or incorrectly executed Transaction if you fail to notify us without undue delay on becoming aware of the Transaction, and in any event within 30 days of the Transaction debit date.
        In all other circumstances the maximum liability will be as set out in this clause 10 and in clauses 16 and 18.
        If you believe that someone else knows the Account or Card security details, you should contact us without undue delay.
        Once any Card on the Account has expired or if it is found after you have reported it as lost or stolen, you agree to destroy it by cutting it in two through the magnetic strip.
        The Business agrees to indemnify and hold us harmless from and against all reasonable costs of any legal action taken to successfully enforce this Agreement arising out of a material breach of any of the terms and conditions of this Agreement by you or by your fraudulent conduct.
        11. Authorising and executing Transactions
        Once a Transaction is Authorised, it cannot be withdrawn or revoked.
        Within the European Economic Area (EU countries plus Iceland, Liechtenstein and Norway) we will usually execute the Transaction by transferring the amount of the Transaction to the payment service provider of the Merchant by the end of the next Business Day following the receipt of the instructions to transfer the amount. If we receive the instructions after 4:30 pm, they will be deemed received by us on the following Business Day. If the payment service provider of the Merchant is located outside the EEA, we will execute the Transaction as soon as possible.
        12. Communications regarding the Account
        You can check the Available Balance and Transaction history at any time by logging onto the Card Distributor’s Website or Card Distributor’s App.
        13. Cancelling the Card and terminating the Agreement
        If you wish to terminate this Agreement at any time, you must request cancellation or termination by contacting us using the contact details set out in clause 2 informing us of your wish to terminate. The Agreement also terminates upon Card expiry subject to clause 14.
        Once we have received all the necessary information from you and we have completed and are satisfied with the outcome of applicable anti-money laundering, fraud and other illegal activity checks (including KYC), and once all Transactions and applicable fees and charges have been processed, we will send any Available Balance to the Business’s designated payment or bank account less any fees and charges payable to us, provided that no law, regulation, law enforcement agency, court or regulatory authority requires us to withhold the Available Balance. If we are not able to send the Available Balance for whatever reason, it will be safeguarded pursuant to clause 30 for a maximum period of twenty (20) years, after which time it will become our property. A fee will be charged during this period until either the Available Balance is sent to the Business or it is exhausted. The Available Balance will be sent as soon as it is possible to do so.
        A Fee may be charged for cancellation (see clause 20 below) unless you have arranged to transfer any unused funds to another Card managed by us for the Business.
        If, following distribution of the Available Balance to the Business, any further Transactions are found to have been made or charges or fees incurred using the Card or we receive a reversal of any prior Transaction, we will notify the Business of the amount and the Business must immediately repay us such amount on demand as a debt.
        14. Expiry & redemption
        The funds on the Account will no longer be usable following the Expiry Date of the most recent Card that was issued under the Account until a replacement Card is issued.
        The Card and this Agreement will terminate on the Expiry Date unless you are issued a renewal Card prior to the Expiry Date. You may not use the expired Card after the Expiry Date. If a Card expires before the Available Balance is exhausted, the Available Balance on the Expiry Date will be returned to the Business as set out in and subject to clause 13.
        We will have the right to set-off, transfer, or apply part or all of the Available Balance to satisfy all or any liabilities and fees owed to us by the Business that have not been paid or satisfied when due.
        Authorisation will be requested for a Transaction at the time of the Transaction. In the unlikely event, for any reason whatsoever, a Transaction is completed when there are insufficient funds on the Account for that Transaction which results in a Shortfall, the Shortfall will be repaid by the Business unless it is due to:
        ● an error on the part of the Merchant to which the Card was provided by you as the means of payment, or
        ● an error on the part of the Issuer.
        Should the Business not repay this amount immediately after receiving an invoice or notification from us or the Card Distributor, we reserve the right to take all steps necessary, including legal action, to recover any monies outstanding.
        15. Termination and suspension of Card and Account
        We may terminate the Agreement for any reason by giving you at least 30 days’ notice.
        We may terminate the Agreement without prior notice if:
        ● you breach an important part of this Agreement, or repeatedly breach the Agreement and fail to resolve the matter in a timely manner;
        ● we so agree with the Business;
        ● the Business fails to pay fees or charges that you have incurred or fail to cure any Shortfall, or
        ● we are required to do so by law or by the card scheme (for example, where the provision of the Card to you becomes unlawful).
        We may also terminate this Agreement or suspend the Card or Account without prior notice if:
        ● we reasonably believe the Card is deliberately being used by you to commit fraud or for other illegal purposes, or
        ● we discover that any of the information you provided us with when you applied for the Card was incorrect.
        If we terminate the Agreement without prior notice, we will tell you as soon as practicable afterwards unless we are prohibited by law from doing so.
        16. Lost and stolen Card and the right to a refund for unauthorised Transactions
        If you know or suspect that the Card is lost or stolen, or that the PIN code is known to an unauthorised person, or if you think a Transaction has been unauthorised, you must tell us without undue delay by calling us using the number set out in clause 2 of this Agreement.
        A Transaction will be considered to be unauthorised if you have not given your consent for the Transaction to be made by Authorising it. In order for any unauthorised Transaction amount to be refunded to the Account, you must report the Transaction without undue delay upon becoming aware of it. A refund cannot be made for any unauthorised Transaction reported after 30 days have passed following the debit date of the Transaction.
        Despite the possible 30 day’s refund period, a refund cannot be made for an unauthorised Transaction if the Transaction was correctly displayed in the Account activity online and you failed to inform us about the Transaction being unauthorised without undue delay upon seeing the Transaction in the Account activity online. In this respect we urge you to check the Account activity online on a regular basis and review the Transactions carefully.
        When you call using the contact details set out in clause 2, you will be asked to provide us with the Card’s number where possible and some other identifying details. If there is an Available Balance remaining in the Account, we will replace the Card for the Account. Alternatively, the Available Balance can be redeemed to the Business. If we replace the Card, the Card will be delivered to the registered address subject to possible Fees.
        We will refund as soon as possible, and no later than by the end of the day on which the unauthorised Transaction is reported by you, the full amount of any unauthorised Transaction reported by you, including any associated Fees and charges, provided you notify us of the Transaction in accordance with this Agreement except that:
        ● we will refund at the beginning of the next Business Day any unauthorised Transactions reported on a day that is not a Business Day or reported after 4:30 pm on a Business Day;
        ● if there is evidence that you acted fraudulently or have with intent or gross negligence failed to comply with the Agreement in relation to the use of the Card and safety of the Card’s security details, we will first carry out a prompt investigation to determine whether the Transaction was Authorised by you and will only refund if the investigation shows that the Transaction was not Authorised by you, and
        ● if the Card was lost or stolen or you have failed to keep your PIN or other security details safe from misappropriation, the Business will be liable for losses up to a maximum of 35 GBP (or equivalent in another currency) per instance of loss, theft or misappropriation.
        The Business will be liable for all losses incurred in respect of an unauthorised Transaction where you have acted fraudulently or have with intent or gross negligence failed to comply with the Agreement in relation to the use of the Card and safety of its security features.
        Except where you have acted fraudulently the Business will not be liable for any losses incurred in respect of an unauthorised Transaction arising after you notify us of the Transaction in accordance with the Agreement. The Business is not liable for any losses that occur where the Card has been used in a ‘card not present’ environment except where you have acted fraudulently or with intent or gross negligence.
        If there is evidence that you checked the online Account and did not notify us of the unauthorised Transaction without undue delay, we may not refund the Account.
        We reserve the right to investigate any disputed Transaction or misuse of the Card before and after a refund. In order to do so we may need more information and assistance from you and you are required to reasonably cooperate with any investigation by us or any law enforcement agency or other competent authority. If we make a refund following the claim and subsequently establish that the conditions for the refund have not been met, we may deduct it from the Available Balance after notifying you. If there is no sufficient Available Balance, the Business must repay us the amount immediately on demand.
        17. Our liability
        We will not be liable for any loss arising from:
        ● your inability to use the Card as set out or for any reason stated in clauses 10 and 13;
        ● any cause which results from abnormal or unforeseen circumstances beyond our control, consequences of which would have been unavoidable despite all our efforts to the contrary, including but not limited to fault in or failure of data processing systems, lack of funds, maximum withdrawal limits set by ATM operators;
        ● a Merchant refusing to accept the Card;
        ● any issue with the goods or services that are purchased with the Card;
        ● any loss or theft that is reported later than 30 days following the debit date of the Transaction in question;
        ● our compliance with legal and regulatory requirements;
        ● our suspending, restricting or cancelling the Card or refusing to issue or replace it in accordance with clause 8 above, or
        ● loss or corruption of data unless caused by our wilful default.
        From time to time, your ability to use the Card may be interrupted, e.g. when we carry out maintenance to improve and keep the service running for our customers. If this happens, the Business may be unable to add funds to your Account, and/or you may be unable to:
        ● use the Card to enter into a Transaction, and/or
        ● obtain information about the funds available in your Account and/or about the recent Transactions.
        We will not be liable for any loss arising from such interruptions.
        We are also not liable for:
        ● business interruption, loss of revenue, goodwill, opportunity or anticipated savings, or
        ● any indirect or consequential loss arising from your total or partial use or inability to use the Card, or the use of the Card by any third party.
        To the fullest extent permitted by relevant law, and subject to clauses 16 and 18, our total liability under or arising from this Agreement will be limited as follows:
        ● where the Card is faulty due to our default, our liability will be limited to replacement of the Card; and
        ● where sums are incorrectly deducted from the Available Balance due to our fault, our liability will be limited to payment to the Business of an equivalent amount, and
        ● in all other circumstances of our default, our liability will be limited to repayment of the amount of the Available Balance.
        No party will be liable for, or be considered in breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.
        The above exclusions and limitations set out in this clause 17 will apply to any liability of our affiliates, such as Mastercard or other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with this Agreement.
        18. The right to a refund for Authorised and incorrectly executed Transactions
        A refund may be made for an Authorised Transaction if (i) your Authorisation of the Transaction did not specify the exact amount at the time of the Authorisation, and (ii) the amount exceeded what you would have reasonably expected taking into consideration your previous spending patterns and other relevant circumstances. A claim for a refund of such a Transaction must be made within 30 days from the date on which the funds were deducted from the Available Balance. We may require you to provide us with such information as is reasonably necessary to ascertain whether the conditions for the refund are met. Within ten (10) Business Days of receiving (i) the claim for a refund or (ii) where applicable, any further information we requested from you, we will either refund the full amount of the Transaction to the Account or provide you with justification for refusing the refund.
        In order to receive a refund to the Account for an incorrectly executed Transaction (including non-executed or defectively executed Transaction), you must report the Transaction without undue delay upon becoming aware of it. A refund will not be made for any incorrectly executed Transaction reported after 30 days have passed following the debit date of the Transaction.
        Despite the possible 30 days refund period a refund will not be made for an incorrectly executed Transaction if the Transaction was correctly displayed in the Account activity online and you failed to inform us about the Transaction being incorrectly executed without undue delay upon seeing the Transaction in the Account activity online. In this respect we urge you to check the Account activity online on a regular basis and review the Transactions carefully.
        As soon as practicable after you have notified us of a disputed Transaction in accordance with this Agreement, you must confirm the disputed Transaction in writing by email or by post, setting out full details of the Transaction and your reason for disputing it. You must provide us with all receipts and information that are relevant to the claim.
        Where we are liable for an incorrectly executed Transaction, we will without undue delay refund the amount of the Transaction to the Account, restore the Account to the state it would have been had the defective Transaction not taken place and refund any charges and interest that have arisen as a consequence of the non-execution or defective execution of the Transaction provided you notify us of the Transaction in accordance with this clause 18.
        If we make a refund following a claim and subsequently establish that the conditions for the refund have not been met, we may deduct it from the Available Balance after notifying you. If there is no sufficient Available Balance, the Business must repay us the amount immediately on demand.
        If you are not satisfied with the justification provided for refusing the refund or with the outcome of the refund claim, you may submit a complaint as described in clause 25.
        19. Changes to this Agreement
        We may change the Agreement by notifying you by e-mail or other agreed means 2 weeks before the change is due to take effect. You will be deemed to have accepted the notified change unless you tell us that you do not agree to the change prior to the change being effective. In this case, the Agreement will terminate upon expiry of the notice. You also have a right to terminate the Agreement immediately and without charge at any point during the notice. In such circumstances we will refund the Available Balance on the Account in accordance with clause 13 and you will not be charged a Fee for closing the Account.
        We may make immediate changes to the exchange rate used to convert money from one currency to another as part of a Transaction.
        20. Fees and limits
        We may charge Fees in connection with any of our services and facilities that you have made use of or requested based on our Fees Schedule. The Fees Schedule is subject to changes. The most recent update of schedule will be available on the Card Distributor’s Website or Card Distributor’s App.
        We may charge you an administration charge as set out in the Fee Schedule in the following circumstances:
        ● in the event that you make any payment to us that is subsequently reversed after sixty (60) days due to inadequate account information or inadequate KYC documentation, and
        ● to cover our reasonable costs and expenses in providing you with manual support on the Account not otherwise required under the Agreement (e.g. a request for legal, police, court or other judicial support).
        We may charge you a Fee for chargebacks as set out in the Fees Schedule where a receiving bank declines receipt of a payment following a request to transfer the funds from the Card.
        We have the right to review and change the amount of Available Balance you are able to have in the Account and the spending limits on the Card at any time and will notify you accordingly.
        21. Cardholder and Business details
        You must let us know as soon as possible if you change your name, address, phone number or e-mail address. If we contact you in relation to the Card or the Account, for example, to notify you that we have cancelled the Card, we will use the most recent contact details you have provided to us. We will not be liable to you if your contact details have changed and you have not informed us.
        22. Data protection
        You agree that we can use your personal information in accordance with our privacy policy which is set out at https://www.railsbank.com/privacypolicy. The Card Distributor may also use your personal information in accordance with its privacy policy which is set out on the https://zillion.eu/privacypolicy/ . Please note that us and the Card Distributor are each independent data controllers. Each privacy policy includes details of the personal information collected, how it will be used, and who it is passed onto. You can tell us if you do not want to receive any marketing materials from us.
        To comply with applicable KYC-and anti-money laundering rules and regulations our bank, the Issuer, the Card Distributor and the relevant programme manager and/or any other business partner (all together a “Partner”) who will introduce the Cardholder to the Card Distributor and the Issuer, shall be entitled to carry out all necessary verifications regarding the Cardholders identity. The abovementioned Partner and the Card Distributor may use a recognised agency for this verification purposes (details of the agency used will be provided to you on request). In this respect, the Cardholder’s personal data will be transferred to the Card Distributor and the Issuer and will processed also outside the United Kingdom.
        23. Payment disputes with Merchants
        In relation to any dispute between you and a Merchant, provided you are able to satisfy us that you have already made all efforts to resolve the dispute with the relevant Merchant, we will attempt to assist you so far as is reasonably practicable. We may charge you a Fee as referenced in the Fees Schedule for any such assistance we may give you with any such dispute. If there is an irresolvable dispute with a Merchant in circumstances where the Card has been used for a Transaction, you will be liable for the Transaction and will have to resolve this directly with the relevant Merchant.
        24. Communication
        Unless required otherwise by other provisions of this Agreement, if you have an enquiry relating to the Card, you can call us using the contact details set out in clause 2.
        This Agreement is concluded in English. All communications with you will be in English.
        We may contact you by e-mail, text message or post unless provided otherwise under the Agreement. You must maintain a valid e-mail address, a valid mobile telephone number and a valid address registered with us and must notify us of any changes in your registered details without delay. You agree to check for incoming messages regularly.
        Any e-mail will be deemed received as soon as it is sent unless within 24 hours the sender receives a failure notice indicating that the email has not been transmitted. Any e-mail will be deemed received by the recipient on the day it is received in his e-mail inbox if received before 4.30 pm on a Business Day. If received at any other time, it will be deemed received on the next Business Day.
        Any communication or notice sent by post will be deemed received three (3) days from the date of posting for UK post or within five (5) days of posting for international post. Any communication or notice sent by text message will be deemed received the same day.
        25. Complaints
        If you are not satisfied with the Card or the way it is managed, tell us by contacting us using the contact details set out in clause 2 so that we can investigate the circumstances for you. You may also request to be provided with a copy of our complaints procedure at any time. Any complaints you have will be dealt with quickly and fairly and you agree to cooperate with us and provide the necessary information for us to investigate and resolve the complaint.
        We will endeavour to handle your complaint fairly and quickly, however, if you are not satisfied with the outcome, you may contact the Financial Ombudsman Service at Exchange Tower, London E14 9SR; telephone: 0800 023 4567 or 0300 123 9 123; website: http://www.financial-ombudsman.org.uk; and e-mail: [email protected].
        The European Commission’s online dispute resolution (“ODR”) platform is at: https://ec.europa.eu/consumers/odr/main/?event=main.adr.show. The ODR platform can be used to resolve disputes between the Issuer and consumers.
        26. Assignment
        We may assign this Agreement to another company at any time. If we assign the Agreement to another company you will be given prior notice of this. Unless you tell us within 2 weeks that you do not want to continue with the Agreement after the assignment, you agree that we can assign the Agreement in this way. Your rights will not be affected by such assignment should it happen. You may not assign the Agreement to a third party. Your right to terminate the Agreement under clause 13 is not affected.
        27. Governing law
        This Agreement will be governed by English law and the English courts will have exclusive jurisdiction regarding any legal proceedings between us.
        28. Protection of funds
        We ensure that once we have received the funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made by the Card. In the event that we become insolvent, funds against which the Issuer has already issued electronic money are protected against the claims made by creditors.
        29. Business opt-out
        Pursuant to regulations 40(7) and 63(5) of the Payment Services Regulations 2017 (“PSR”) the parties agree that: (i) Part 6 PSR does not apply to the Agreement; (ii) the obligations set out in regulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92 and 94 of Part 7 PSR do not apply to the provision of services under this Agreement; and (iii) that a different time period applies for regulation 74(1) of Part 7 PSR.
        30. The Issuer of the Card
        The Card is issued by Payrnet Limited. whose company number is 09883437 and whose registered office is Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX. Payrnet Limited is an electronic money institution authorised and regulated by the Financial Conduct Authority with register number 900594.
        Payrnet Limited. can be contacted by email – [email protected].. Payrnet Limited’s web address is https://www.railsbank.com/payrnet.
        31. Third Party Payment Service Providers
        This section 31 applies when you use the services of an AISP (or PISP). We may deny an AISP (or PISP) access to the online account connected to the Card for reasonably, justified and duly evidenced reasons relating to unauthorised or fraudulent access to the online account by that AISP (or PISP, including the unauthorised or fraudulent initiation of a transaction.) If we do deny access in this way, we will notify you of the denial and the reason for the denial in advance if possible, or immediately after the denial of access, unless to do so would compromise reasonably justified security reasons or is unlawful. We will allow AISP (or PISP) access to the online account once the reasons for denying access no longer apply.
        Fees Schedule
        Fee schedule is available on the Card Distributer Web Site or Card Distributor’s App
      End-User License Agreement

      Updated at 2022-01-01

       

      Zillion Business hereby grants you access to zillion.eu (“the Website”) and Zillion App (“the App) and invites you to purchase the services offered there.

      Definitions and key terms

      To help explain things as clearly as possible in this Eula, every time any of these terms are referenced, are strictly defined as:

      • Cookie: small amount of data generated by a website and saved by your web browser. It is used to identify your browser, provide analytics, remember information about you such as your language preference or login information.
      • Company: when this policy mentions “Company,” “we,” “us,” or “our,” it refers to EMS Technology SMPC, (92 Tatoiou Str, 14452, Metamorfosi, Greece), that is responsible for your information under this Eula.
      • Country: where Zillion Business or the owners/founders of Zillion Business are based, in this case is Greece
      • Service: refers to the service provided by Zillion Business as described in the relative terms (if available) and on this platform.
      • Third-party service: refers to advertisers, contest sponsors, promotional and marketing partners, and others who provide our content or whose products or services we think may interest you.
      • You: a person or entity that is registered with Zillion Business to use the Services.

      Introduction

      This End User License Agreement (the “Agreement”) is a binding agreement between you (“End User”,“you” or “your”) and EMS Technology SMPC (“Company”, “we”, “us” or “our”). This Agreement governs the relationship between you and us, and your use of the Company Zillion Business. Throughout this Agreement, End User and Company may each be referred to as a “Party” or collectively, the “Parties”.

      If you are using the website/app on behalf of your employer or other entity (an “Organisation”) for whose benefit you utilise the website/app or who owns or otherwise controls the means through which you utilise or access the website/app, then the terms “End User”, “you”, and “your” shall apply collectively to you as an individual and to the Organisation. If you use, or purchase a license or to, the website/app on behalf of an Organisation, you hereby acknowledge, warrant, and covenant that you have the authority to 1) purchase a license to the website/app on behalf of the Organisation; 2) bind the Organisation to the terms of this Agreement.

      By downloading, installing, accessing, or using the website/app you: (a) affirm that you have all of the necessary permissions and authorisations to access and use the website/app; (b) if you are using the website/app pursuant to a license purchased by an organisation, that you are authorised by that organisation to access and use the website/app(c) acknowledge that you have read and that you understand this agreement; (d) represent that you are of sound mind and of legal age (18 years of age or older) to enter into a binding agreement; and (e) accept and agree to be legally bound by the terms and conditions of this agreement.

      If you do not agree to these terms, do not download, install, access, or use the software. if you have already downloaded the software, delete it from your computing device.

      The Application is licensed, not sold, to you by Zillion Business for use strictly in accordance with the terms of this Agreement.

      License

      Subject to the terms of this Agreement and, if applicable, those terms provided in the License Agreement, Zillion Business grants you a limited, non-exclusive, perpetual, revocable, and non-transferable license to:

      (a) download, install and use the Software on one (1) Computing Device per single user license that you have purchased and been granted. If you have multiple Computer Devices in which you wish to use the Software, you agree to acquire a license for the number of devices you intend to use;

      (b) access, view, and use on such Computing Device the End User Provided Materials made available in or otherwise accessible through the Software, strictly in accordance with this Agreement, and any other terms and conditions applicable to such End User Provided Materials;

      (c) install and use the trial version of the Software on any number of Computing Devices for a trial period of fifteen (15) unique days after installation.

      (d) receive updates and new features that become available during the one (1) year period from the date on which you purchased the license to the Software.

      Restrictions

      You agree not to, and you will not permit others to:

      • License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
      • Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.
      • Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Zillion Business or its affiliates, partners, suppliers or the licensors of the Application.

      Intellectual Property

      All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the good will associated there with, derivative works and all other rights (collectively, “Intellectual Property Rights”) that are part of the Software that are otherwise owned by Zillion Business shall always remain the exclusive property of Zillion Business (or of its suppliers or licensors, if and when applicable). Nothing in this Agreement grants you (or any Organisation) a license to Zillion Business’s Intellectual Property Rights.

      You agree that this is Agreement conveys a limited license to use Zillion Business’s Intellectual Property Rights, solely as part of the Software (and not independently of it), and only for the effective Term of the license granted to you hereunder. Accordingly, your use of any of Zillion Business’s Intellectual Property Rights independently of the Software or outside the scope of this Agreement shall be considered an infringement of Zillion Business’s Intellectual Property Rights. This shall not limit, however, any claim Zillion Business may have for a breach of contract in the event you breach a term or condition of this Agreement. You shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorised access. Except as expressly granted in this Agreement, Zillion Business reserves and shall retain all rights, title, and interest in the Software, including all copyrights and copyrightable subject matter, trademarks and trademark able subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, registered, unregistered, granted, applied-for, or both now in existence or that may be created, relating to the thereto.

      You (or the Organisation, if and as applicable) shall retain ownership of all Intellectual Property Rights in and to the work products that you create through or with the assistance of the Software.

      Your Suggestions

      Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to Zillion Business with respect to the Application shall remain the sole and exclusive property of Zillion Business.

      Zillion Business shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

      Modifications to Application

      Zillion Business reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.

      Updates to Application

      Zillion Business may from time to time provide enhancements or improvements to the features/ functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).

      Updates may modify or delete certain features and/or functionalities of the Application. You agree that Zillion Business has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you.

      You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

      Third-Party Services

      The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services (“Third- Party Services”).

      You acknowledge and agree that Zillion Business shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Zillion Business does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

      Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

      Term and Termination

      This Agreement shall remain in effect until terminated by you or Zillion Business.

      Zillion Business may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

      This Agreement will terminate immediately, without prior notice from Zillion Business, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your computer.

      Upon termination of this Agreement, you shall cease all use of the Application and delete all copies of the Application from your computer.

      Termination of this Agreement will not limit any of Zillion Business’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

      Indemnification

      You agree to indemnify, defend and hold harmless Zillion Business and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to: i) your use or misuse of the Software; ii) your failure to comply with any applicable law, regulation, or government directive; iii) your breach of this Agreement; or iv) your agreement or relationship with an Organisation (if applicable) or any third party. Furthermore, you agree that Zillion Business assumes no responsibility for the information or content you submit or make available through this Software or the content that is made available to you by third parties.

      No Warranties

      The Application is provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Zillion Business, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Zillion Business provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

      Without limiting the foregoing, neither Zillion Business nor any Zillion Business’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of Zillion Business are free of viruses, scripts, trojan horses, worms, malware, time bombs or other harmful components.

      Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

      Limitation of Liability

      Notwithstanding any damages that you might incur, the entire liability of Zillion Business and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Application.

      To the maximum extent permitted by applicable law, in no event shall Zillion Business or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if Zillion Business or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

      Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

      Severability

      If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

      Waiver

      No failure to exercise, and no delay in exercising, on the part of either party, any right or any power under this Agreement shall operate as a waiver of that right or power. Nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise of that or any other right granted herein. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

      Amendments to this Agreement

      Zillion Business reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

      By continuing to access or use our Application after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.

      Governing Law

      The laws of Greece, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

      Changes to this agreement

      We reserve the exclusive right to make changes to this Agreement from time to time. Your continued access to and use of the website/app constitutes your agreement to be bound by, and your acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you load, access, or use the website/app. Therefore, we encourage you to review this Agreement regularly.

      If, within thirty (30) days of us posting changes or amendments to this Agreement, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of your withdrawal. Upon providing us with the written notice of the withdrawal of your acceptance, you are no longer authorised to access or use the website/app.

      No Employment or Agency Relationship

      No provision of this Agreement, or any part of relationship between you and Zillion Business, is intended to create nor shall they be deemed or construed to create any relationship between you and Zillion Business other than that of and end user of the website/app and services provided.

      Equitable Relief

      You acknowledge and agree that your breach of this Agreement would cause Zillion Business irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Zillion Business may be entitled, you acknowledge and agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.

      Headings

      The headings in this Agreement are for reference only and shall not limit the scope of, or otherwise affect, the interpretation of this Agreement.

      Geographic Restrictions

      The Company is based in Greece and provided for access and use primarily by persons located in Greece, and is maintains compliance with Greece laws and regulations. If you use the website/app from outside Greece, you are solely and exclusively responsible for compliance with local laws.

      Limitation of Time to File Claims

      Any cause of action or claim you may have arising out of or relating to this agreement or the website/app must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

      Entire Agreement

      The Agreement constitutes the entire agreement between you and Zillion Business regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and Zillion Business.

      You may be subject to additional terms and conditions that apply when you use or purchase other Zillion Business’s services, which Zillion Business will provide to you at the time of such use or purchase.

      Contact Us

      Don’t hesitate to contact us if you have any questions about this Agreement.

      • Via this Link: https://zillion.eu/support

        • UK Customers

          PAYRNET LIMITED

          TERMS AND CONDITIONS FOR CORPORATES ELECTRONIC MONEY ACCOUNTS

           

           

          EMS Technology SMPC

          BACKGROUND

          This Agreement: This Agreement is with PayrNet Limited, a company incorporated in England and Wales (company number: 09883437) with its head office at “PayrNet, WeWork, 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW, UK” and registered office at “Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX” (hereinafter referred to in this Agreement as “Payrnet”, “we” “us”). We are an Electronic Money Institution (“EMI”) and are authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (“EMR 2011”) (register reference 900594) for the issuing of electronic money.

          Our relationship with EMS TECHNOLOGY smpc: As an EMI, we have appointed EMS Technology SMPCas an EMD Agent. An EMD Agent means a person who provides payment services on behalf of an electronic money institution (as defined in the EMR 2011). As our EMD Agent, EMS Technology SMPCis authorised to provide associated payment services alongside our e-money account services.

          AGREED TERMS

          1. OUR TERMS

          1.1. Interpreting this Agreement. In order to easily understand the terms of this Agreement, please first refer to clause 3 which, amongst other things, sets out the meaning of capitalised terms used in this Agreement. 1.2. Why you should read it? Please read this Agreement carefully before you agree to it, as its terms apply to the services provided by us. The Agreement explains many of your responsibilities to us and our responsibilities to you, how and when this Agreement can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the signup procedures and agree to the terms of this Agreement if you agree to be bound by this Agreement. 1.3. Are you a Micro-Enterprise or Charity or Consumer? For the avoidance of doubt, these terms and conditions are not intended for Micro Enterprises or Charities or Consumers (individuals acting for a purpose other than a trade, business or profession).

          2. INFORMATION ABOUT US AND HOW TO CONTACT US

          2.1. Who we are. We are PayrNet Limited, an EMI as described above. 2.2. Communications between us are to be in English. This Agreement is concluded in England and all communications between you and us shall be in English only. 2.3. How to contact us. All queries should be directed towards the EMS TECHNOLOGY smpc. You can contact the EMS Technology SMPCusing details set out in. 2.4. How we may contact you. If we have to contact you, we will do so as follows: in the first instance via the EMS Technology SMPC except in urgent cases. If we have not been able to contact you through the EMS Technology SMPCor if the matter is urgent, we will contact you by writing to you at the email address(es), you provided when agreeing to this Agreement or by using any other contact details you have provided to us or have used in communications with us or with the EMS TECHNOLOGY smpc. 2.5. ‘Writing’ includes emails. When we use the words “writing” or “written” in this Agreement, this includes emails. 2.6. Some of the services we provide are subject to the Payment Services Regulations 2017. The Regulations regulate how Payments must be transmitted and provide protection for the clients of authorised payment institutions and electronic money institutions.

          3. INTERPRETATION

          3.1. The definitions set out in this clause apply in this Agreement as follows: “Agreement” means this agreement and the privacy policy. “Electronic Money” means electronically stored monetary value as represented by a claim against us. “Regulations” means the Payment Services Regulations 2017 (SI 2017 No. 752). “Safeguarded Account” means the bank account(s) belonging to us, which are separate to our own office bank accounts, into which we will receive money from you, or on your behalf, in return for the issuance of Electronic Money. “Services” means the e-money account services. “Website” means our website from time to time, currently https://zillion.eu. 3.2. Clause headings shall not affect the interpretation of this Agreement and references to clauses are to the clauses of this Agreement. 3.3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 3.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 3.5. A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time and reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

          4. TERM AND BECOMING A CLIENT

          4.1. How can you agree to this Agreement? You can agree to this Agreement by checking the box online confirming that you agree to same, or by otherwise confirming your agreement to same or availing of the Services. 4.2. When will you become a client of ours? You will be bound by this Agreement once you have agreed to it as set out above and this Agreement shall remain in force until terminated in accordance with its terms.

          5. SERVICES

          5.1. As part of the Services, we shall issue you with Electronic Money upon receipt of money from you or a third party on your behalf, store your Electronic Money and redeem Electronic Money both on your express instruction and in accordance with this Agreement and the agreement of the EMS TECHNOLOGY smpc. 5.2. Our Services do not include the provision of advice. We do not offer advice under this Agreement on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets.

          6. ISSUING ELECTRONIC MONEY TO YOU

          6.1. For the avoidance of doubt, this section is only applicable for unregulated entities and Small Payment Institutions (SPI). 6.2. Where we receive money from you or on your behalf, this money will be held by us in the relevant Safeguarded Account in exchange for the issuance by us to you of Electronic Money. Your funds will not be used by us for any other purpose and in the unlikely event that we become insolvent, your e-money is protected in an EEA-authorised credit institution or the Bank of England. 6.3. When we issue you with Electronic Money, us holding the funds corresponding to the Electronic Money is not the same as a Bank holding your money in that (i) we cannot and will not use the funds to invest or lend to other persons or entities; (ii) the Electronic Money will not accrue interest; and (iii) the Electronic Money is not a deposit and is therefore not covered by the Financial Services Compensation Scheme but it is held by us and protected in the relevant Safeguarded Account. 6.4. You may hold Electronic Money and we may hold funds corresponding to your Electronic Money indefinitely. However, if we hold Electronic Money for you for more than two years without any activity on the account, we shall use reasonable endeavours to contact you to redeem the Electronic Money and return the corresponding funds to you. If we are unable to contact you, we may redeem the Electronic Money and send the corresponding funds, less any of our costs incurred, to the last known bank account we have on file for you. 6.5. We accept no responsibility in the event that you send money to the incorrect account. 6.6. We do not accept cash or cheques. We accept monies via a variety of methods of electronic funds transfer to our bank account, the details of which we shall provide to you upon request.

          7. GENERAL LIMITATION OF LIABILITY

          7.1. Where we and another person (such as a payment services provider) are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid his or its share. 7.2. Where any loss, liability, cost or expense (a “Loss”) is suffered by you for which we would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction. For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred. 7.3. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.

          8. COMPLAINTS

          8.1. If you feel that we have not met your expectations in the delivery of our Services, in first instance contact the EMS Technology SMPCusing the contact email address for complaints set out in [email protected] . If the EMS Technology SMPCdoes not deal with your complaint adequately, please contact us via email to [email protected]. 8.2. We have internal procedures for handling complaints fairly and promptly in accordance with the Financial Conduct Authority’s requirements. A copy of our complaint’s procedure is available upon request. 8.3. If you are an eligible complainant you may be able to take your complaint to the Financial Ombudsman Service, should you not be satisfied with our final response. Eligibility criteria and information on the procedures involved are available from http://www.financialombudsman.org.uk. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.

          9. ESTABLISHING YOUR IDENTITY

          9.1. To comply with the requirements of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and EU Wire Transfer Regulations (Regulation (EU) 2015/847) and related regulations, it may be necessary to obtain from you, and retain, evidence of your personal identity (or directors or partners of your business and/or your ultimate beneficial owners) in our records from time to time. If satisfactory evidence is not promptly provided to us we cannot accept your instructions. 9.2. We may keep records of the contents and results of any searches that we carry out on you (or directors or partners or shareholders of your business) in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check or, if required, a credit reference agency check will leave a soft footprint on the individual or entity’s credit history. You warrant that you have obtained the consent to such checks being carried out from each such individual officer and shareholder. 9.3. We are obliged to report any reasonable suspicions about activities on the electronic accounts to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002) to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.

          10. TERMINATION

          10.1. When we may terminate or suspend this Agreement. 10.1.1. We can terminate this Agreement at any time: 10.1.1.1. If you breach this Agreement; and/or 10.1.1.2. if we suspect that you are using the Services for any illegal purposes. 10.1.2. We may suspend or terminate your access to the Services where we have reasonable grounds for concern relating to: (i) the security of your account(s), whether or not you have informed us of a security breach; and/or (ii) the suspected unauthorised or fraudulent use of your account(s). 10.1.3. If the EMS Technology SMPC notifies us that their agreement with you has terminated we can terminate this Agreement with immediate effect. 10.1.4. If you terminate your agreement with the EMS Technology SMPC or that agreement is terminated, we can terminate this Agreement with immediate effect. 10.1.5. If our agreement with the EMS Technology SMPC terminates, we will give you not less than two (2) month’s written notice to terminate this Agreement. 10.1.6. We may terminate this Agreement at any time and for any reason by giving you not less than two (2) month’s written notice. 10.2. When you may terminate this Agreement. You can terminate this Agreement at any time and for any reason by cancelling your agreement with the EMS Technology SMPC. We may contact you to confirm your request. 10.3. Effect of Termination. Upon the effective date of termination: 10.3.1. you will no longer be able to avail yourself of the Services; 10.3.2. we shall redeem any Electronic Money we hold for you and send the equivalent funds to a bank account in your name, unless agreed by both parties, less any monies which are due and owing to us, where relevant. 10.4. After termination, you may contact us using the contact details set out in clause 2.3 to redeem any Electronic Money you still hold with us.

          11. CONFIDENTIALITY

          11.1. We undertake that we shall not at any time, disclose to any person any of your confidential information, except in the following circumstances: 11.1.1. to our employees, officers, representatives or advisers who need to know such information for the purposes of exercising our rights or carrying out our obligations under or in connection with this Agreement. We shall ensure that our employees, officers, representatives or advisers to whom we disclose your confidential information comply with this clause; and 11.1.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

          12. HOW WE MAY USE YOUR PERSONAL INFORMATION AND DATA PROTECTION

          12.1. How we may use your personal information. We will only use your personal information as set out in our privacy policy which can be found https://railsbank.com/payrnet. (Payrnet is a wholly owned subsidiary of Railsbank Technology Limited).

          13. Anti-bribery and Corruption

          13.1. Each party shall: 13.1.1. Comply with all applicable laws, statutes, regulations, codes and guidance relating to anti- bribery and anti-corruption (“Anti-Bribery Laws”), including without limitation the Bribery Act 2010; 13.1.2. maintain throughout the term of this Agreement its own anti-bribery policies and procedures (including adequate procedures under the Bribery Act 2010) to ensure compliance with the Anti-Bribery Laws; and 13.1.3. enforce such policies and procedures where appropriate. 13.2. For the purpose of this clause, the meaning of adequate procedures shall be determined in accordance with section 7(2) and any guidance issued under section 9, Bribery Act 2010. 13.3. Each party warrants that neither it nor any of its officers, employees: 13.3.1. has been convicted of any offence involving bribery, corruption, fraud or dishonesty; nor 13.3.2. to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Bribery Laws. 13.4. Breach of this clause shall be deemed to be a material breach of this Agreement.

          14. GENERAL

          14.1. Recording of telephone conversations. We may record telephone conversations with or without use of a warning tone and we may use these recordings as evidence for a particular purpose or in relation to disputes as well as for our ongoing quality control and training programme. We may also maintain a record of all emails sent by or to us. All those recordings and records will be maintained at our absolute discretion and are our property and can be used by us in the case of a dispute. We do not guarantee that we will maintain such recordings or records or be able to make them available to you. You consent to the use and admissibility of any such recording as evidence in any dispute or anticipated dispute between the parties which relates to the dealings between the parties. 14.2. Ensuring this Agreement is legally enforceable. For a contract to be legally enforceable, there needs to be an offer, acceptance and consideration. This Agreement constitutes our offer to make the Services available to you and you agreeing to this Agreement constitutes your acceptance of this offer. In order to ensure that this Agreement is legally binding, upon you becoming a client, you promise to pay us the sum of onePound sterling, upon demand from us, as consideration. 14.3. Even if we delay in enforcing under this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 14.4. What if something unexpected happens? We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lockouts or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of subcontractors, provided that you are notified of such an event and its expected duration. 14.5. If a court finds part of this Agreement illegal, the rest will continue in force. Each of the subclauses and clauses of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining subclauses and clauses will remain in full force and effect. 14.6. We are not partners and neither of us may act as the other’s agent. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 14.7. We can make amendments to this Agreement. We shall have the right to make such amendments to this Agreement, via the EMS Technology SMPC, as are necessary to comply with any laws and regulations that are applicable to the performance of our obligations under this Agreement where such laws and regulations are implemented and/or amended after the date of this Agreement. Such amendments may be made at any time upon as much notice as possible to you and shall take effect following such notice, if any. If you object to the proposed amendments, you have the right to terminate this Agreement without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agreement before the date proposed by us for the entry into force of the changes. If no objection is received from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. 14.8. What happens if you are jointly a client of ours with another person? Where you comprise two or more people, each person will be jointly and severally liable to us in respect of all obligations contained in this Agreement. 14.9. Can you obtain a copy of this Agreement or additional information? You may request and we shall provide a copy of this Agreement and any information set out in Schedule 4 of the Regulations (if relevant) at any time prior to termination of this Agreement. 14.10. We may transfer this Agreement to someone else. We may transfer our rights and obligations under this Agreement to another organisation without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement. 14.11. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under this Agreement to another person if we agree to this in writing. 14.12. Nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. 14.13. Which laws apply to this Agreement and where you may bring legal proceedings. This Agreement and any disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England. You irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

        UAB “PAYRNET”

        TERMS AND CONDITIONS FOR CORPORATES ELECTRONIC MONEY ACCOUNTS

         

         

        EMS Technology SMPC

        BACKGROUND

        This Agreement: This Agreement is with UAB “PAYRNET”, a company incorporated in the Republic of Lithuania (company number: 305264430) with its head office at AltSpace, Islandijos str. 6, LT-01117, Vilnius, the Republic of Lithuania and its registered office at Girulių str. 20, LT-12123 Vilnius, the Republic of Lithuania, (hereinafter referred to in this Agreement as “Payrnet”, “we” “us”). We are an Electronic Money Institution (“EMI”) and are authorised by the Bank of Lithuania under the Law on Electronic Money and Electronic Money Institutions (license reference 72, issued on 2020-08-28) for the issuing of electronic money and provision of the related payment services.

        Our relationship with EMS Technology SMPC: As an EMI, we have appointed EMS Technology SMPC as an EMD Agent. An EMD Agent means a person who provides payment services on behalf of an electronic money institution (as defined in the Law on Electronic Money and Electronic Money Institutions and the Law on Payment Institutions). As our EMD Agent, EMS Technology SMPC is authorised to provide associated payment services alongside our e-money account services.

        AGREED TERMS

        1. OUR TERMS

        1.1. Interpreting this Agreement. In order to easily understand the terms of this Agreement, please first refer to clause 3 which, amongst other things, sets out the meaning of capitalised terms used in this Agreement. 1.2. Why you should read it? Please read this Agreement carefully before you agree to it, as its terms apply to the services provided by us. The Agreement explains many of your responsibilities to us and our responsibilities to you, how and when this Agreement can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the signon procedures and agree to the terms of this Agreement if you agree to be bound by this Agreement. 1.3. Are you a Micro-Enterprise or Charity or Consumer? For the avoidance of doubt, these terms and conditions are not intended for Micro Enterprises or Charities or Consumers (individuals acting for a purpose other than a trade, business or profession).

        2. INFORMATION ABOUT US AND HOW TO CONTACT US

        2.1. Who we are. We are UAB “PAYRNET”, an EMI as described above. 2.2. Communications between us are to be in English. This Agreement is concluded in English language and all communications between you and us shall be in English only. By accepting this Agreement, you confirm that you understand this language, do not have any objections for this language being used as a language of contractual relations between you and us and agree to be bound by this Agreement in the language that it is drafted in. 2.3. How to contact us. All queries should be directed towards the EMS Technology SMPC. You can contact the EMS Technology SMPC using the email address [email protected] 2.4. How we may contact you. If we have to contact you, we will do so as follows: in the first instance via the EMS Technology SMPC except in urgent cases. If we have not been able to contact you through the EMS Technology SMPC or if the matter is urgent we will contact you by writing to you at the email address(es) you provided when agreeing to this Agreement or by using any other contact details you have provided to us or have used in communications with us or with the EMS Technology SMPC. 2.5. ‘Writing’ includes emails. When we use the words “writing” or “written” in this Agreement, this includes emails. 2.6. Some of the services we provide are subject to the Law on Payments of the Republic of Lithuania. The law regulates how payments must be transmitted and provides protection for the clients of authorised payment service providers. You are hereby notified of the exemption of Article 3(7) of the Law on Payments of the Republic of Lithuania allowing Payrnet, as the payment service provider, and you, as a payment service user which is not a consumer, to deviate from provisions of Section III (including Article 13, listing requirements for the framework agreement between the payment service provider and payment service user), Articles 4(1), 4(2), 4(3), 11(1), 11(2), 11(5), 29(3), 36 (to the extent the term for notifying about unauthorised or improperly executed payment transactions is concerned), 37, 39, 41, 44, 51, 52 of the Law on Payments of the Republic of Lithuania. You are hereby notified and by accepting this Agreement you confirm your understanding that either this Agreement or the agreement between EMS Technology SMPC, which is providing payment services to you on our behalf, and you might in certain cases deviate from the mentioned provisions of the law, including that the contents of both agreements may be narrower than required under Article 13 of the Law on Payments of the Republic of Lithuania, and agree to be bound by this Agreement and agreement between EMS Technology SMPC and you as they are worded, including any such deviations.

        3. INTERPRETATION

        3.1. The definitions set out in this clause apply in this Agreement as follows:

        • “Agreement” means this agreement and the privacy policy, a copy of which is available on our Website.
        • “Business Day” means a day when the clearing banks in Vilnius are open for business, excluding Saturdays, Sundays and public holidays in Lithuania.
        • “Durable Medium” means an instrument which enables you to store information addressed personally to you in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.
        • “Electronic Money” means electronically stored monetary value as represented by a claim against us.
        • “Regulations” means the Law on Payments of the Republic of Lithuania No VIII-1370 of 28 October 1999 (as amended) and the Law on Electronic Money and Electronic Money Institutions of the Republic of Lithuania No XIII-1094 of 17 April 2018 (as amended).
        • “Safeguarded Account” means the bank account(s) belonging to us, which are separate to our own office bank accounts, into which we will receive money from you, or on your behalf, in return for the issuance of Electronic Money.
        • “Services” means the e-money account services.
        • “Website” means our website from time to time, currently https://www.railsbank.com/payrnet .

        3.2. Subclause, clause and paragraph headings shall not affect the interpretation of this Agreement and references to subclauses, clauses and paragraphs are to the subclauses, clauses and paragraphs of this Agreement. 3.3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 3.4. Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular. 3.5. A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time and reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

        4. TERM AND BECOMING A CLIENT

        4.1. How can you agree to this Agreement? You can agree to this Agreement by checking the box online confirming that you agree to same during the registration, or by otherwise confirming your agreement to same or availing of the Services. 4.2. When will you become a client of ours? You will be bound by this Agreement once you have agreed to it as set out above and this Agreement shall remain in force until terminated in accordance with its terms.

        5. SERVICES

        5.1. As part of the Services, we shall issue you with Electronic Money upon receipt of money from you or a third party on your behalf, store your Electronic Money and redeem Electronic Money both on your express instruction and in accordance with this Agreement and the agreement of the EMS Technology SMPC. 5.2. Our Services do not include the provision of advice. We do not offer advice under this Agreement on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets. 5.3. Provision of payment services. We shall provide you only with the Services as per clause 5.1 above. EMS Technology SMPC shall, under a separate agreement between you and EMS Technology SMPC, provide you with other agreed payment services. For the avoidance of doubt, that separate agreement between EMS Technology SMPC and you for the provision of payment services constitutes the framework agreement between the payment service provider and payment service user, which shall include all the information required under the Regulations. This Agreement therefore does not describe the provision of payment services, for which you shall refer to your agreement with EMS Technology SMPC.

        6. ISSUING ELECTRONIC MONEY TO YOU

        6.1. For the avoidance of doubt, this section is only applicable for unregulated entities and Small Payment Institutions (SPI). 6.2. Where we receive money from you or on your behalf, this money will be held by us in the relevant Safeguarded Account in exchange for the issuance by us to you of Electronic Money. Your funds will not be used by us for any other purpose and in the unlikely event that we become insolvent, your e- money is protected in an EEA-authorised credit institution or the Bank of Lithuania. 6.3. When we issue you with Electronic Money, you holding the Electronic Money and us holding the funds corresponding to the Electronic Money is not the same as a bank holding your money in that (i) we cannot and will not use the funds to invest or lend to other persons or entities; (ii) the Electronic Money will not accrue interest; and (iii) the Electronic Money is not covered by the Deposit Insurance Scheme of the Republic of Lithuania or a comparable guarantee scheme in any other country. 6.4. You may hold Electronic Money and we may hold funds corresponding to your Electronic Money indefinitely. However, if we hold Electronic Money for you for more than 12 (twelve) months, with no activity on the account during those 12 (twelve) months, we shall use reasonable endeavours to contact you to redeem the Electronic Money and return the corresponding funds to you. If we are unable to contact you, we may redeem the Electronic Money and send the corresponding funds, less any of our costs incurred, to the last known bank account we have on file for you. 6.5. You can redeem the Electronic Money you hold with us and receive the corresponding funds into a bank account belonging to you by entering into a payment contract between EMS Technology SMPC and you whereby EMS Technology SMPC commits to executing one or more payments on your behalf pursuant to a request from you to EMS Technology SMPC for EMS Technology SMPC to execute one or more payments and using your own bank details as the recipient of money pursuant to such payments. 6.6. When executing the payment under a request from you to EMS Technology SMPC to the recipient, we will also automatically redeem your Electronic Money and send the corresponding amount of funds to the recipient of money pursuant to such payment according to the terms of the relevant payment contract between EMS Technology SMPC and you. 6.7. Redemption of your Electronic Money as such will always be free of charge. 6.8. We accept no responsibility in the event that you send money to the incorrect account. 6.9. We do not accept cash or cheques. We accept monies via a variety of methods of electronic funds transfer to our bank account, the details of which we shall provide to you upon request.

        7. GENERAL LIMITATION OF LIABILITY

        7.1. Where we and another person (such as a payment services provider) are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid his or its share. 7.2. Where any loss, liability, cost or expense (a “Loss”) is suffered by you for which we would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction. For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred. 7.3. We shall not be liable for any bank charges that you may incur in sending funds to or receiving funds from us. 7.4. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.

        8. COMPLAINTS

        8.1. If you feel that we have not met your expectations in the delivery of our Services, in the first instance contact the EMS Technology SMPC using the contact email address for complaints [email protected]. If the EMS Technology SMPC does not deal with your complaint adequately, please contact us via email to [email protected]. 8.2. We have internal procedures for handling complaints fairly and promptly in accordance with the Bank of Lithuania requirements. A copy of our complaints’ procedure is available on our Website and may also be submitted to you directly upon request. 8.3. We will respond to your complaint in writing or using another Durable Medium within 15 (fifteen) Business Days after the receipt of complaint. In exceptional cases, due to reasons which are beyond our control, we may send you a preliminary response by indicating reasons for delay and the term by which you will receive our final response. In any case the term for provision of final response will not exceed 35 (thirty-five) Business Days after the receipt of complaint. Handling of complaints is free of charge. Should you not be satisfied with our final response, or should we fail to respond to you, you always have a right to apply to the Bank of Lithuania as per clause 8.4 below or the competent court as per clause 8.5 below. 8.4. You may address the Bank of Lithuania with a request to protect your rights and legitimate interests which you consider having been violated. Such complaints may be submitted in writing or by electronic means at the following addresses: (i) Totorių st. 4, LT-01121 Vilnius, [email protected], and/or (ii) Žalgirio st. 90, Vilnius, e-mail: [email protected]. Complaints must be submitted in Lithuanian or English languages. 8.5. Any dispute arising out of or in connection with this Agreement, including without limitation any disputes regarding its valid conclusion, existence, nullity, breach, termination or invalidity shall be finally referred to and resolved by the courts of the Republic of Lithuania, except where prohibited by EU law. Before referring the dispute to court, you and us will endeavour to resolve the dispute by amicable negotiations.

        9. ESTABLISHING YOUR IDENTITY

        9.1. To comply with the requirements of the Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania and related regulations, it may be necessary to obtain from you, and retain, evidence of your personal identity (or directors or partners of your business and/or your ultimate beneficial owners) in our records from time to time. If satisfactory evidence is not promptly provided to us, we cannot accept you as our customer. 9.2. To assist us with meeting our obligations, we may carry out an electronic verification check via third party providers in order to verify your or your shareholders’ or officers’ or partners’, identity. If such searches are carried out, we may keep records of the contents and results of such searches in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check may leave a soft footprint on the individual or entity’s credit history. You warrant that you have obtained the consent to such checks being carried out from each individual officer and shareholder owning 10% or more of you. 9.3. We are also obliged to report any reasonable suspicions about instructions received, transactions and activities to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Law on the Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania) to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.

        10. TERMINATION

        10.1. When we may terminate or suspend this Agreement. 10.1.1. We can terminate this Agreement at any time: 10.1.1.1. if you breach this Agreement; and/or 10.1.1.2. if we suspect that you are using the Services for any illegal purposes. 10.1.2. We may suspend or terminate your access to the Services where we have reasonable grounds for concern relating to: (i) the security of your account(s), whether or not you have informed us of a security breach; and/or (ii) the suspected unauthorised or fraudulent use of your account(s). 10.1.3. If the EMS Technology SMPC notifies us that its agreement with you has terminated, we can terminate this Agreement with immediate effect. 10.1.4. If you terminate your agreement with the EMS Technology SMPC or that agreement is terminated, we can terminate this Agreement with immediate effect. 10.1.5. If our agreement with the EMS Technology SMPC terminates, we will give you not less than sixty (60) days written notice to terminate this Agreement. 10.1.6. We may terminate this Agreement at any time and for any reason by giving you not less than sixty (60) days written notice. 10.2. When you may terminate this Agreement. You can terminate this Agreement at any time and for any reason by cancelling your agreement with the EMS Technology SMPC. We may contact you to confirm your request. 10.3. Effect of Termination. Upon the effective date of termination: 10.3.1. you will no longer be able to avail yourself of the Services; 10.3.2. we shall redeem any Electronic Money we hold for you and send the equivalent funds to a bank account in your name, unless agreed by both parties, less any monies which are due and owing to us, where relevant. Redemption of your Electronic Money as such will always be free of charge. 10.4. After termination, you may contact us using the contact details set out in clause 2.3 to redeem any Electronic Money you still hold with us.

        11. CONFIDENTIALITY

        11.1. Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except in the following circumstances:

        11.1.1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause; and 11.1.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

        12. HOW WE MAY USE YOUR PERSONAL INFORMATION AND DATA PROTECTION

        12.1. How we may use your personal information. We will only use your personal information as set out in our privacy policy which is available on our Website.

        13. GENERAL

        13.1. Even if we delay in enforcing under this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 13.2. What if something unexpected happens? We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lockouts or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of subcontractors, provided that you are notified of such an event and its expected duration. 13.3. If a court finds part of this Agreement illegal, the rest will continue in force. Each of the subclauses, clauses and paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining subclauses, clauses and paragraphs will remain in full force and effect. 13.4. We are not partners, and neither of us may act as the other’s agent. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 13.5. We can make amendments to this Agreement. We shall have the right to make such amendments to this Agreement, via the EMS Technology SMPC, as are necessary to comply with any laws and regulations that are applicable to the performance of our obligations under this Agreement where such laws and regulations are implemented and/or amended after the date of this Agreement. Such amendments may be made at any time upon as much notice as possible to you and shall take effect following such notice, if any. If you object to the proposed amendments, you have the right to terminate this Agreement without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agreement before the date proposed by us for the entry into force of the changes. If no objection is received from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. 13.6. What happens if you are jointly a client of ours with another person? Where you comprise two or more people, each person will be jointly and severally liable to us in respect of all obligations contained in this Agreement. 13.7. Can you obtain a copy of this Agreement or additional information? You may request and we shall provide a copy of this Agreement at any time prior to termination of this Agreement. 13.8. We may transfer this Agreement to someone else. We may transfer our rights and obligations under this Agreement to another organisation without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement. 13.9. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under this Agreement to another person if we agree to this in writing. 13.10. Nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. 13.11. Which laws apply to this Agreement and where you may bring legal proceedings. This Agreement and any disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of the Republic of Lithuania. You irrevocably agree that the courts of the Republic of Lithuania have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

        PAYRNET LIMITED

        TERMS AND CONDITIONS FOR CORPORATES ELECTRONIC MONEY ACCOUNTS

         

         

        EMS Technology SMPC

        BACKGROUND

        This Agreement: This Agreement is with PayrNet Limited, a company incorporated in England and Wales (company number: 09883437) with its head office at “PayrNet, WeWork, 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW, UK” and registered office at “Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX” (hereinafter referred to in this Agreement as “Payrnet”, “we” “us”). We are an Electronic Money Institution (“EMI”) and are authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (“EMR 2011”) (register reference 900594) for the issuing of electronic money.

        Our relationship with EMS TECHNOLOGY smpc: As an EMI, we have appointed EMS Technology SMPCas an EMD Agent. An EMD Agent means a person who provides payment services on behalf of an electronic money institution (as defined in the EMR 2011). As our EMD Agent, EMS Technology SMPCis authorised to provide associated payment services alongside our e-money account services.

        AGREED TERMS

        1. OUR TERMS

        1.1. Interpreting this Agreement. In order to easily understand the terms of this Agreement, please first refer to clause 3 which, amongst other things, sets out the meaning of capitalised terms used in this Agreement. 1.2. Why you should read it? Please read this Agreement carefully before you agree to it, as its terms apply to the services provided by us. The Agreement explains many of your responsibilities to us and our responsibilities to you, how and when this Agreement can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the signup procedures and agree to the terms of this Agreement if you agree to be bound by this Agreement. 1.3. Are you a Micro-Enterprise or Charity or Consumer? For the avoidance of doubt, these terms and conditions are not intended for Micro Enterprises or Charities or Consumers (individuals acting for a purpose other than a trade, business or profession).

        2. INFORMATION ABOUT US AND HOW TO CONTACT US

        2.1. Who we are. We are PayrNet Limited, an EMI as described above. 2.2. Communications between us are to be in English. This Agreement is concluded in England and all communications between you and us shall be in English only. 2.3. How to contact us. All queries should be directed towards the EMS TECHNOLOGY smpc. You can contact the EMS Technology SMPCusing details set out in. 2.4. How we may contact you. If we have to contact you, we will do so as follows: in the first instance via the EMS Technology SMPC except in urgent cases. If we have not been able to contact you through the EMS Technology SMPCor if the matter is urgent, we will contact you by writing to you at the email address(es), you provided when agreeing to this Agreement or by using any other contact details you have provided to us or have used in communications with us or with the EMS TECHNOLOGY smpc. 2.5. ‘Writing’ includes emails. When we use the words “writing” or “written” in this Agreement, this includes emails. 2.6. Some of the services we provide are subject to the Payment Services Regulations 2017. The Regulations regulate how Payments must be transmitted and provide protection for the clients of authorised payment institutions and electronic money institutions.

        3. INTERPRETATION

        3.1. The definitions set out in this clause apply in this Agreement as follows: “Agreement” means this agreement and the privacy policy. “Electronic Money” means electronically stored monetary value as represented by a claim against us. “Regulations” means the Payment Services Regulations 2017 (SI 2017 No. 752). “Safeguarded Account” means the bank account(s) belonging to us, which are separate to our own office bank accounts, into which we will receive money from you, or on your behalf, in return for the issuance of Electronic Money. “Services” means the e-money account services. “Website” means our website from time to time, currently https://zillion.eu. 3.2. Clause headings shall not affect the interpretation of this Agreement and references to clauses are to the clauses of this Agreement. 3.3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 3.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 3.5. A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time and reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

        4. TERM AND BECOMING A CLIENT

        4.1. How can you agree to this Agreement? You can agree to this Agreement by checking the box online confirming that you agree to same, or by otherwise confirming your agreement to same or availing of the Services. 4.2. When will you become a client of ours? You will be bound by this Agreement once you have agreed to it as set out above and this Agreement shall remain in force until terminated in accordance with its terms.

        5. SERVICES

        5.1. As part of the Services, we shall issue you with Electronic Money upon receipt of money from you or a third party on your behalf, store your Electronic Money and redeem Electronic Money both on your express instruction and in accordance with this Agreement and the agreement of the EMS TECHNOLOGY smpc. 5.2. Our Services do not include the provision of advice. We do not offer advice under this Agreement on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets.

        6. ISSUING ELECTRONIC MONEY TO YOU

        6.1. For the avoidance of doubt, this section is only applicable for unregulated entities and Small Payment Institutions (SPI). 6.2. Where we receive money from you or on your behalf, this money will be held by us in the relevant Safeguarded Account in exchange for the issuance by us to you of Electronic Money. Your funds will not be used by us for any other purpose and in the unlikely event that we become insolvent, your e-money is protected in an EEA-authorised credit institution or the Bank of England. 6.3. When we issue you with Electronic Money, us holding the funds corresponding to the Electronic Money is not the same as a Bank holding your money in that (i) we cannot and will not use the funds to invest or lend to other persons or entities; (ii) the Electronic Money will not accrue interest; and (iii) the Electronic Money is not a deposit and is therefore not covered by the Financial Services Compensation Scheme but it is held by us and protected in the relevant Safeguarded Account. 6.4. You may hold Electronic Money and we may hold funds corresponding to your Electronic Money indefinitely. However, if we hold Electronic Money for you for more than two years without any activity on the account, we shall use reasonable endeavours to contact you to redeem the Electronic Money and return the corresponding funds to you. If we are unable to contact you, we may redeem the Electronic Money and send the corresponding funds, less any of our costs incurred, to the last known bank account we have on file for you. 6.5. We accept no responsibility in the event that you send money to the incorrect account. 6.6. We do not accept cash or cheques. We accept monies via a variety of methods of electronic funds transfer to our bank account, the details of which we shall provide to you upon request.

        7. GENERAL LIMITATION OF LIABILITY

        7.1. Where we and another person (such as a payment services provider) are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid his or its share. 7.2. Where any loss, liability, cost or expense (a “Loss”) is suffered by you for which we would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction. For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred. 7.3. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.

        8. COMPLAINTS

        8.1. If you feel that we have not met your expectations in the delivery of our Services, in first instance contact the EMS Technology SMPCusing the contact email address for complaints set out in [email protected] . If the EMS Technology SMPCdoes not deal with your complaint adequately, please contact us via email to [email protected]. 8.2. We have internal procedures for handling complaints fairly and promptly in accordance with the Financial Conduct Authority’s requirements. A copy of our complaint’s procedure is available upon request. 8.3. If you are an eligible complainant you may be able to take your complaint to the Financial Ombudsman Service, should you not be satisfied with our final response. Eligibility criteria and information on the procedures involved are available from http://www.financialombudsman.org.uk. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.

        9. ESTABLISHING YOUR IDENTITY

        9.1. To comply with the requirements of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and EU Wire Transfer Regulations (Regulation (EU) 2015/847) and related regulations, it may be necessary to obtain from you, and retain, evidence of your personal identity (or directors or partners of your business and/or your ultimate beneficial owners) in our records from time to time. If satisfactory evidence is not promptly provided to us we cannot accept your instructions. 9.2. We may keep records of the contents and results of any searches that we carry out on you (or directors or partners or shareholders of your business) in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check or, if required, a credit reference agency check will leave a soft footprint on the individual or entity’s credit history. You warrant that you have obtained the consent to such checks being carried out from each such individual officer and shareholder. 9.3. We are obliged to report any reasonable suspicions about activities on the electronic accounts to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002) to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.

        10. TERMINATION

        10.1. When we may terminate or suspend this Agreement. 10.1.1. We can terminate this Agreement at any time: 10.1.1.1. If you breach this Agreement; and/or 10.1.1.2. if we suspect that you are using the Services for any illegal purposes. 10.1.2. We may suspend or terminate your access to the Services where we have reasonable grounds for concern relating to: (i) the security of your account(s), whether or not you have informed us of a security breach; and/or (ii) the suspected unauthorised or fraudulent use of your account(s). 10.1.3. If the EMS Technology SMPC notifies us that their agreement with you has terminated we can terminate this Agreement with immediate effect. 10.1.4. If you terminate your agreement with the EMS Technology SMPC or that agreement is terminated, we can terminate this Agreement with immediate effect. 10.1.5. If our agreement with the EMS Technology SMPC terminates, we will give you not less than two (2) month’s written notice to terminate this Agreement. 10.1.6. We may terminate this Agreement at any time and for any reason by giving you not less than two (2) month’s written notice. 10.2. When you may terminate this Agreement. You can terminate this Agreement at any time and for any reason by cancelling your agreement with the EMS Technology SMPC. We may contact you to confirm your request. 10.3. Effect of Termination. Upon the effective date of termination: 10.3.1. you will no longer be able to avail yourself of the Services; 10.3.2. we shall redeem any Electronic Money we hold for you and send the equivalent funds to a bank account in your name, unless agreed by both parties, less any monies which are due and owing to us, where relevant. 10.4. After termination, you may contact us using the contact details set out in clause 2.3 to redeem any Electronic Money you still hold with us.

        11. CONFIDENTIALITY

        11.1. We undertake that we shall not at any time, disclose to any person any of your confidential information, except in the following circumstances: 11.1.1. to our employees, officers, representatives or advisers who need to know such information for the purposes of exercising our rights or carrying out our obligations under or in connection with this Agreement. We shall ensure that our employees, officers, representatives or advisers to whom we disclose your confidential information comply with this clause; and 11.1.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

        12. HOW WE MAY USE YOUR PERSONAL INFORMATION AND DATA PROTECTION

        12.1. How we may use your personal information. We will only use your personal information as set out in our privacy policy which can be found https://railsbank.com/payrnet. (Payrnet is a wholly owned subsidiary of Railsbank Technology Limited).

        13. Anti-bribery and Corruption

        13.1. Each party shall: 13.1.1. Comply with all applicable laws, statutes, regulations, codes and guidance relating to anti- bribery and anti-corruption (“Anti-Bribery Laws”), including without limitation the Bribery Act 2010; 13.1.2. maintain throughout the term of this Agreement its own anti-bribery policies and procedures (including adequate procedures under the Bribery Act 2010) to ensure compliance with the Anti-Bribery Laws; and 13.1.3. enforce such policies and procedures where appropriate. 13.2. For the purpose of this clause, the meaning of adequate procedures shall be determined in accordance with section 7(2) and any guidance issued under section 9, Bribery Act 2010. 13.3. Each party warrants that neither it nor any of its officers, employees: 13.3.1. has been convicted of any offence involving bribery, corruption, fraud or dishonesty; nor 13.3.2. to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Bribery Laws. 13.4. Breach of this clause shall be deemed to be a material breach of this Agreement.

        14. GENERAL

        14.1. Recording of telephone conversations. We may record telephone conversations with or without use of a warning tone and we may use these recordings as evidence for a particular purpose or in relation to disputes as well as for our ongoing quality control and training programme. We may also maintain a record of all emails sent by or to us. All those recordings and records will be maintained at our absolute discretion and are our property and can be used by us in the case of a dispute. We do not guarantee that we will maintain such recordings or records or be able to make them available to you. You consent to the use and admissibility of any such recording as evidence in any dispute or anticipated dispute between the parties which relates to the dealings between the parties. 14.2. Ensuring this Agreement is legally enforceable. For a contract to be legally enforceable, there needs to be an offer, acceptance and consideration. This Agreement constitutes our offer to make the Services available to you and you agreeing to this Agreement constitutes your acceptance of this offer. In order to ensure that this Agreement is legally binding, upon you becoming a client, you promise to pay us the sum of onePound sterling, upon demand from us, as consideration. 14.3. Even if we delay in enforcing under this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breach of this Agreement that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 14.4. What if something unexpected happens? We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lockouts or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of subcontractors, provided that you are notified of such an event and its expected duration. 14.5. If a court finds part of this Agreement illegal, the rest will continue in force. Each of the subclauses and clauses of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining subclauses and clauses will remain in full force and effect. 14.6. We are not partners and neither of us may act as the other’s agent. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 14.7. We can make amendments to this Agreement. We shall have the right to make such amendments to this Agreement, via the EMS Technology SMPC, as are necessary to comply with any laws and regulations that are applicable to the performance of our obligations under this Agreement where such laws and regulations are implemented and/or amended after the date of this Agreement. Such amendments may be made at any time upon as much notice as possible to you and shall take effect following such notice, if any. If you object to the proposed amendments, you have the right to terminate this Agreement without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agreement before the date proposed by us for the entry into force of the changes. If no objection is received from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. 14.8. What happens if you are jointly a client of ours with another person? Where you comprise two or more people, each person will be jointly and severally liable to us in respect of all obligations contained in this Agreement. 14.9. Can you obtain a copy of this Agreement or additional information? You may request and we shall provide a copy of this Agreement and any information set out in Schedule 4 of the Regulations (if relevant) at any time prior to termination of this Agreement. 14.10. We may transfer this Agreement to someone else. We may transfer our rights and obligations under this Agreement to another organisation without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement. 14.11. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under this Agreement to another person if we agree to this in writing. 14.12. Nobody else has any rights under this Agreement. This Agreement is between you and us. No other person shall have any rights to enforce any of its terms. 14.13. Which laws apply to this Agreement and where you may bring legal proceedings. This Agreement and any disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England. You irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

          • UK Customers
            Corporate Terms and Conditions for Business Mastercard Debit Cards issued by Payrnet Limited.
            These terms and conditions apply to your business debit card. You accept these terms and conditions by activating your debit card. You should read them carefully before activating your debit card. In these terms and conditions “you” means the Business and/or the named debit Cardholder authorised by the Business to use the Card. “We”, “us” or “our” means Payrnet Limited.
            1. Definitions
            In these terms and conditions the following words and expressions have the following meanings:
            “Account” means the electronic money account associated with the Card;
            “Agreement” means this Agreement of open-ended duration between you and us incorporating these terms and conditions, as amended from time to time;
            “Authorised” and “Authorisation” mean the act of authorising a payment transfer by using the Card together with (i) the PIN code; or (ii) the CVV code and Expiry Date; or (iii) the use of contactless technology; or (iv) the signature of the Cardholder or
            “Available Balance” means the value of unspent funds in the Account which are available for a Cardholder to spend;
            “Business” means the party authorised to fund the Account and to whom the electronic money is issued, which for the avoidance of doubt is not a Micro-Enterprise;
            “Business Day” means a day other than a Saturday or Sunday on which banks are open for business in London;
            “Card” means a Card, which is a Mastercard debit card, provided by us to a Cardholder whereby the Cardholder can spend Available Balance;
            “Card Distributor” means EMS TECHNOLOGY smpc, being your first point of contact if you have an issue with the Card or this Agreement, the contact details of which are set out in clause 2.
            “Card Distributor’s App” Means the Card Distributor’s mobile application relating to the Account and the Card.
            “Card Distributor’s Contact Details” Means the email address [email protected] and/or the Card Distributor’s Website
            “Card Distributor’s Website” means https://zillion.eu, being the website belonging to the Card Distributor.
            “Cardholder” means the person authorised by the Business to use the Card to spend Available Balance in the person’s capacity as a representative of the Business and not in its own personal capacity. For the avoidance of doubt a Cardholder is not acting as a consumer for the purposes of this Agreement;
            “Expiry Date” means the expiry date of the Card, which will usually be printed on the Card.
            “Fee” means any fee assessed against a Card, as referenced in the Fees Schedule;
            “Fees Schedule” means the fee schedule which may be updated from time to time. The current version is available on the Card Distributor’s Website or Card Distributor’s App;
            “Issuer” means Payrnet Limited, further details of which are set out in clause 30.
            “KYC” means ‘know your customer’ which means the requirements for knowledge of and information on customers of regulated entities in order to comply with anti-money laundering and counter-terrorist financing law;
            “Merchant” means a retailer or any other person that accepts Cards;
            “Micro-Enterprise” means an entity which is engaged in an economic activity of any form which employs fewer than 10 people and whose annual turnover and/or balance sheet total that does not does not exceed €2 million;
            “PIN” means the personal identification number associated with a Card which can be used as one method of Authorising Transactions;
            “Shortfall” means when the balance of Available Balance is negative for whatever reason, including when a Transaction has been Authorised when there was not a sufficient Available Balance;
            “Transaction” means: (i) paying a Merchant for goods and/or services through Authorising the Card; and (ii) obtaining cash from an ATM or bank by Authorising the Card;
            “Virtual Card” means where applicable a non-physical Card.
            “you” means the Business and/or the Cardholder, as the context may require.
            2. Contact Details
            The Card can be activated and managed online via the Card Distributor’s Website and/or via the Card Distributor’s App.
            The Card Distributor should be your first point of contract if you have any issues with the Card or this Agreement. The Card Distributor can be contacted using the Card Distributor’s Contact Details.
            3. This Agreement
            This Agreement governs the relationship between you and us for the provision of the Card by us to the Cardholder. This Agreement also contains important warnings and information that may affect your rights. By using your Card, you will be deemed to have accepted and fully understood the terms and conditions set out in this Agreement and you agree to comply with these by your use of the Card and/or by indicating your acceptance. The Card remains our property. The Card is not transferable.
            4. The Card
            The Card is a debit card; it is not a credit, charge or pre-paid card. The Business will not earn any interest on any funds sent to the Account.
            You must ensure that there is sufficient Available Balance to enter into each Transaction that you enter into using the Card (including value added tax and any other taxes, charges and Fees that are applicable).
            Depending on your program you may receive a Virtual Card. In such cases we will provide You with the number of the Virtual Card, the Expiry Date of the Virtual Card and the CVV2 code.
            If for any reason a Transaction is processed and the Transaction amount exceeds the Available Balance, the Business must repay us the amount of such excess immediately and we will be entitled to stop any existing or subsequent Transactions from proceeding.
            5. KYC
            We require evidence of who you are and your address for our KYC procedures. We may ask the Cardholder or the Business to provide some documentary evidence to prove this and/or we may carry out checks on you electronically.
            The files of credit reference agencies may be searched to assist in the identity verification process. This is not a credit search and does not have a detrimental effect on an individual’s credit score/rating or influence an individual’s ability to obtain or raise credit. The credit reference agency will keep a record of any search and this will show as a ‘soft footprint’ on your credit record to alert you that a search was conducted.
            6. Funds in the Account
            Only the Business can add money to the Account. The Cardholder will not be able to add money to the Account.
            We reserve the right to suspend or terminate the right add money to the Account at any time without notice.
            The Business solely owns the funds representing the Available Balance and is the beneficial owner of these funds.
            7. Service limits
            Transactions may be restricted by Card type, individual usage patterns and payment risk profiles. For anti-money laundering and anti-fraud reasons, we reserve our right to change particular payment restrictions (including from those published or included herein) without notice and to the extent required to meet our regulatory obligations.
            8. Use of the Card
            To activate the Card you will need to log onto the Card Distributor App or Card Distributor’s Website and use the activate card function.
            We will be entitled to assume that a Transaction has been Authorised by You where (i) the magnetic strip on the Card was swiped by the Merchant; (ii) the Card was inserted into a chip & PIN device and the PIN was entered; (iii) relevant information was supplied to the Merchant that allows them to process the Transaction, for example, providing the Merchant with the 3-digit security code on the back of the Card in the case of an internet or other non-face-to-face Transaction; or (iv) the Card is tapped against a contactless-enabled reader and accepted by such reader.
            The Cardholder should only use the Card as permitted by the Business. If the Cardholder uses the Card, we are entitled to presume that the Cardholder has the Business’ permission to spend the Available Balance until notified to the contrary by the Business. The Cardholder can use the Card up to the amount of the Available Balance for Transactions (i) via the Internet, (ii) at Merchants and (iii) to make cash withdrawals from ATMs, provided that such application is included in the card program.
            We will deduct the value of the Transactions from the Available Balance in the Account. We will also deduct any applicable Fees as soon as they become payable by the Business based upon the Fees Schedule.
            ATM withdrawals may also be subject to fees, foreign exchange rates, maximum withdrawal limits, rules and regulations of the relevant ATM operator or bank. It is your responsibility to check whether any such additional fees apply, as they cannot be refunded once the cash has been withdrawn.
            Like other card issuers, we cannot guarantee a Merchant, an ATM operator or a bank will accept the Card.
            We may at any time suspend, restrict or terminate the Card and/or the Account, refuse to issue or replace a Card or refuse to authorise a Transaction for reasons relating to the following:
            ● if we have reasonable grounds to believe that the Card is being in a way which is not approved by the Business;
            ● if we have reasonable grounds to believe that the security of the Card has been compromised or suspect that the Card is being used in an unauthorised or fraudulent manner;
            ● if there is insufficient Available Balance in the Account at the time of a Transaction to cover the amount of the Transaction and any applicable Fees;
            ● if there is an outstanding Shortfall in the Account;
            ● if we have reasonable grounds to believe that you are acting in breach of this Agreement;
            ● if we have reasonable grounds to believe that a Transaction is potentially suspicious or illegal (for example, if we believe that a Transaction is being made fraudulently) or because of errors, failures (whether mechanical or otherwise) or refusals by Merchants, payment processors or payment schemes processing Transactions, or
            ● if we need to do so in order to comply with the law.
            If we do this, we will inform you of the action taken and its reasons in advance or, if that is not possible, immediately after, unless to do so would compromise reasonable security measures or be otherwise unlawful. We will reactivate the Account and where appropriate issue you with a replacement Card if after further investigations we reasonably believe that the reasons for the action no longer apply.
            The Business will remain responsible to the Issuer for the use of the Card. Your ability to use or access the Card may occasionally be interrupted, for example, if we need to carry out maintenance on our systems. Please contact us using the contact details set out in clause 2 to notify us of any problems you are experiencing using the Card or Account and we will endeavour to resolve any problem.
            You can manage the Card and view your e-statements by accessing the Account online via the Card Distributor’s Website or Card Distributor App. You may at any time view the details of the Transactions in the Account using the relevant credentials. You must keep your credentials safe and not disclose them to anyone. The Account will include all Transactions notified to us up to the evening of the previous Business Day.
            Your transaction information (“e-statement”) will contain: (i) a reference enabling you to identify each Transaction; (ii) the amount of each Transaction; (iii) the currency in which the Card is debited; (iv) the amount of any Transaction charges including their break down, where applicable; the exchange rate used in the Transaction and the amount of the Transaction after the currency conversion, where applicable; and (v) the Transaction debit value date.
            9. Conditions of use at certain Merchants
            In some circumstances we or Merchants may require you to have an Available Balance in excess of the Transaction amount.
            Some Merchants may not accept payment using the Card. It is your responsibility to check the policy with each Merchant. We accept no liability if a Merchant refuses to accept payment using the Card.
            10. Keeping the Card secure and liability
            You are responsible for the Card, Account and PIN. Do not share the Card or Account security details with anyone.
            You must take all reasonable steps to keep the PIN safe and separate from the Card or any record of the Card number and not disclose it to anyone else. This includes:
            ● not keeping your PIN with the Card;
            ● not storing the PIN on a device which is not password protected;
            ● never sharing your PIN with anyone;
            ● when entering your PIN, taking all reasonable steps to ensure it cannot be observed by others;
            ● not entering your PIN into any terminal that appears to be modified or suspicious, and
            ● if you believe that anyone has gained unauthorised access to your PIN, notifying us without undue delay following the procedures in clause 16.
            You will need a PIN in order to make payments at a Merchant or cash withdrawals (from an ATM or a bank) with the Card. If you forget your PIN, you may retrieve the PIN or request a replacement PIN by using the contact details set out in clause 2.
            We recommend that you check your Available Balance in your Account regularly on the Card Distributor’s Website or Card Distributor’s App. You will be provided with your Available Balance and a statement of recent Transactions on the Account either by electronic means or on the Card Distributor’s Website or on the Card Distributor App at any time. We also recommend and instruct you to go thoroughly over all the Transactions on a regular basis on the Card Distributor’s Website or Card Distributor’s App.
            The Business will be liable for all losses, including any related fees and charges, for any unauthorised Transaction if we can show that you have (i) acted fraudulently or (ii) failed with intent or gross negligence to use and keep safe the Card, Account or PIN in accordance with this Agreement.
            The Business will also be liable for all losses, including any related fees and charges, for any unauthorised or incorrectly executed Transaction if you fail to notify us without undue delay on becoming aware of the Transaction, and in any event within 30 days of the Transaction debit date.
            In all other circumstances the maximum liability will be as set out in this clause 10 and in clauses 16 and 18.
            If you believe that someone else knows the Account or Card security details, you should contact us without undue delay.
            Once any Card on the Account has expired or if it is found after you have reported it as lost or stolen, you agree to destroy it by cutting it in two through the magnetic strip.
            The Business agrees to indemnify and hold us harmless from and against all reasonable costs of any legal action taken to successfully enforce this Agreement arising out of a material breach of any of the terms and conditions of this Agreement by you or by your fraudulent conduct.
            11. Authorising and executing Transactions
            Once a Transaction is Authorised, it cannot be withdrawn or revoked.
            Within the European Economic Area (EU countries plus Iceland, Liechtenstein and Norway) we will usually execute the Transaction by transferring the amount of the Transaction to the payment service provider of the Merchant by the end of the next Business Day following the receipt of the instructions to transfer the amount. If we receive the instructions after 4:30 pm, they will be deemed received by us on the following Business Day. If the payment service provider of the Merchant is located outside the EEA, we will execute the Transaction as soon as possible.
            12. Communications regarding the Account
            You can check the Available Balance and Transaction history at any time by logging onto the Card Distributor’s Website or Card Distributor’s App.
            13. Cancelling the Card and terminating the Agreement
            If you wish to terminate this Agreement at any time, you must request cancellation or termination by contacting us using the contact details set out in clause 2 informing us of your wish to terminate. The Agreement also terminates upon Card expiry subject to clause 14.
            Once we have received all the necessary information from you and we have completed and are satisfied with the outcome of applicable anti-money laundering, fraud and other illegal activity checks (including KYC), and once all Transactions and applicable fees and charges have been processed, we will send any Available Balance to the Business’s designated payment or bank account less any fees and charges payable to us, provided that no law, regulation, law enforcement agency, court or regulatory authority requires us to withhold the Available Balance. If we are not able to send the Available Balance for whatever reason, it will be safeguarded pursuant to clause 30 for a maximum period of twenty (20) years, after which time it will become our property. A fee will be charged during this period until either the Available Balance is sent to the Business or it is exhausted. The Available Balance will be sent as soon as it is possible to do so.
            A Fee may be charged for cancellation (see clause 20 below) unless you have arranged to transfer any unused funds to another Card managed by us for the Business.
            If, following distribution of the Available Balance to the Business, any further Transactions are found to have been made or charges or fees incurred using the Card or we receive a reversal of any prior Transaction, we will notify the Business of the amount and the Business must immediately repay us such amount on demand as a debt.
            14. Expiry & redemption
            The funds on the Account will no longer be usable following the Expiry Date of the most recent Card that was issued under the Account until a replacement Card is issued.
            The Card and this Agreement will terminate on the Expiry Date unless you are issued a renewal Card prior to the Expiry Date. You may not use the expired Card after the Expiry Date. If a Card expires before the Available Balance is exhausted, the Available Balance on the Expiry Date will be returned to the Business as set out in and subject to clause 13.
            We will have the right to set-off, transfer, or apply part or all of the Available Balance to satisfy all or any liabilities and fees owed to us by the Business that have not been paid or satisfied when due.
            Authorisation will be requested for a Transaction at the time of the Transaction. In the unlikely event, for any reason whatsoever, a Transaction is completed when there are insufficient funds on the Account for that Transaction which results in a Shortfall, the Shortfall will be repaid by the Business unless it is due to:
            ● an error on the part of the Merchant to which the Card was provided by you as the means of payment, or
            ● an error on the part of the Issuer.
            Should the Business not repay this amount immediately after receiving an invoice or notification from us or the Card Distributor, we reserve the right to take all steps necessary, including legal action, to recover any monies outstanding.
            15. Termination and suspension of Card and Account
            We may terminate the Agreement for any reason by giving you at least 30 days’ notice.
            We may terminate the Agreement without prior notice if:
            ● you breach an important part of this Agreement, or repeatedly breach the Agreement and fail to resolve the matter in a timely manner;
            ● we so agree with the Business;
            ● the Business fails to pay fees or charges that you have incurred or fail to cure any Shortfall, or
            ● we are required to do so by law or by the card scheme (for example, where the provision of the Card to you becomes unlawful).
            We may also terminate this Agreement or suspend the Card or Account without prior notice if:
            ● we reasonably believe the Card is deliberately being used by you to commit fraud or for other illegal purposes, or
            ● we discover that any of the information you provided us with when you applied for the Card was incorrect.
            If we terminate the Agreement without prior notice, we will tell you as soon as practicable afterwards unless we are prohibited by law from doing so.
            16. Lost and stolen Card and the right to a refund for unauthorised Transactions
            If you know or suspect that the Card is lost or stolen, or that the PIN code is known to an unauthorised person, or if you think a Transaction has been unauthorised, you must tell us without undue delay by calling us using the number set out in clause 2 of this Agreement.
            A Transaction will be considered to be unauthorised if you have not given your consent for the Transaction to be made by Authorising it. In order for any unauthorised Transaction amount to be refunded to the Account, you must report the Transaction without undue delay upon becoming aware of it. A refund cannot be made for any unauthorised Transaction reported after 30 days have passed following the debit date of the Transaction.
            Despite the possible 30 day’s refund period, a refund cannot be made for an unauthorised Transaction if the Transaction was correctly displayed in the Account activity online and you failed to inform us about the Transaction being unauthorised without undue delay upon seeing the Transaction in the Account activity online. In this respect we urge you to check the Account activity online on a regular basis and review the Transactions carefully.
            When you call using the contact details set out in clause 2, you will be asked to provide us with the Card’s number where possible and some other identifying details. If there is an Available Balance remaining in the Account, we will replace the Card for the Account. Alternatively, the Available Balance can be redeemed to the Business. If we replace the Card, the Card will be delivered to the registered address subject to possible Fees.
            We will refund as soon as possible, and no later than by the end of the day on which the unauthorised Transaction is reported by you, the full amount of any unauthorised Transaction reported by you, including any associated Fees and charges, provided you notify us of the Transaction in accordance with this Agreement except that:
            ● we will refund at the beginning of the next Business Day any unauthorised Transactions reported on a day that is not a Business Day or reported after 4:30 pm on a Business Day;
            ● if there is evidence that you acted fraudulently or have with intent or gross negligence failed to comply with the Agreement in relation to the use of the Card and safety of the Card’s security details, we will first carry out a prompt investigation to determine whether the Transaction was Authorised by you and will only refund if the investigation shows that the Transaction was not Authorised by you, and
            ● if the Card was lost or stolen or you have failed to keep your PIN or other security details safe from misappropriation, the Business will be liable for losses up to a maximum of 35 GBP (or equivalent in another currency) per instance of loss, theft or misappropriation.
            The Business will be liable for all losses incurred in respect of an unauthorised Transaction where you have acted fraudulently or have with intent or gross negligence failed to comply with the Agreement in relation to the use of the Card and safety of its security features.
            Except where you have acted fraudulently the Business will not be liable for any losses incurred in respect of an unauthorised Transaction arising after you notify us of the Transaction in accordance with the Agreement. The Business is not liable for any losses that occur where the Card has been used in a ‘card not present’ environment except where you have acted fraudulently or with intent or gross negligence.
            If there is evidence that you checked the online Account and did not notify us of the unauthorised Transaction without undue delay, we may not refund the Account.
            We reserve the right to investigate any disputed Transaction or misuse of the Card before and after a refund. In order to do so we may need more information and assistance from you and you are required to reasonably cooperate with any investigation by us or any law enforcement agency or other competent authority. If we make a refund following the claim and subsequently establish that the conditions for the refund have not been met, we may deduct it from the Available Balance after notifying you. If there is no sufficient Available Balance, the Business must repay us the amount immediately on demand.
            17. Our liability
            We will not be liable for any loss arising from:
            ● your inability to use the Card as set out or for any reason stated in clauses 10 and 13;
            ● any cause which results from abnormal or unforeseen circumstances beyond our control, consequences of which would have been unavoidable despite all our efforts to the contrary, including but not limited to fault in or failure of data processing systems, lack of funds, maximum withdrawal limits set by ATM operators;
            ● a Merchant refusing to accept the Card;
            ● any issue with the goods or services that are purchased with the Card;
            ● any loss or theft that is reported later than 30 days following the debit date of the Transaction in question;
            ● our compliance with legal and regulatory requirements;
            ● our suspending, restricting or cancelling the Card or refusing to issue or replace it in accordance with clause 8 above, or
            ● loss or corruption of data unless caused by our wilful default.
            From time to time, your ability to use the Card may be interrupted, e.g. when we carry out maintenance to improve and keep the service running for our customers. If this happens, the Business may be unable to add funds to your Account, and/or you may be unable to:
            ● use the Card to enter into a Transaction, and/or
            ● obtain information about the funds available in your Account and/or about the recent Transactions.
            We will not be liable for any loss arising from such interruptions.
            We are also not liable for:
            ● business interruption, loss of revenue, goodwill, opportunity or anticipated savings, or
            ● any indirect or consequential loss arising from your total or partial use or inability to use the Card, or the use of the Card by any third party.
            To the fullest extent permitted by relevant law, and subject to clauses 16 and 18, our total liability under or arising from this Agreement will be limited as follows:
            ● where the Card is faulty due to our default, our liability will be limited to replacement of the Card; and
            ● where sums are incorrectly deducted from the Available Balance due to our fault, our liability will be limited to payment to the Business of an equivalent amount, and
            ● in all other circumstances of our default, our liability will be limited to repayment of the amount of the Available Balance.
            No party will be liable for, or be considered in breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.
            The above exclusions and limitations set out in this clause 17 will apply to any liability of our affiliates, such as Mastercard or other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with this Agreement.
            18. The right to a refund for Authorised and incorrectly executed Transactions
            A refund may be made for an Authorised Transaction if (i) your Authorisation of the Transaction did not specify the exact amount at the time of the Authorisation, and (ii) the amount exceeded what you would have reasonably expected taking into consideration your previous spending patterns and other relevant circumstances. A claim for a refund of such a Transaction must be made within 30 days from the date on which the funds were deducted from the Available Balance. We may require you to provide us with such information as is reasonably necessary to ascertain whether the conditions for the refund are met. Within ten (10) Business Days of receiving (i) the claim for a refund or (ii) where applicable, any further information we requested from you, we will either refund the full amount of the Transaction to the Account or provide you with justification for refusing the refund.
            In order to receive a refund to the Account for an incorrectly executed Transaction (including non-executed or defectively executed Transaction), you must report the Transaction without undue delay upon becoming aware of it. A refund will not be made for any incorrectly executed Transaction reported after 30 days have passed following the debit date of the Transaction.
            Despite the possible 30 days refund period a refund will not be made for an incorrectly executed Transaction if the Transaction was correctly displayed in the Account activity online and you failed to inform us about the Transaction being incorrectly executed without undue delay upon seeing the Transaction in the Account activity online. In this respect we urge you to check the Account activity online on a regular basis and review the Transactions carefully.
            As soon as practicable after you have notified us of a disputed Transaction in accordance with this Agreement, you must confirm the disputed Transaction in writing by email or by post, setting out full details of the Transaction and your reason for disputing it. You must provide us with all receipts and information that are relevant to the claim.
            Where we are liable for an incorrectly executed Transaction, we will without undue delay refund the amount of the Transaction to the Account, restore the Account to the state it would have been had the defective Transaction not taken place and refund any charges and interest that have arisen as a consequence of the non-execution or defective execution of the Transaction provided you notify us of the Transaction in accordance with this clause 18.
            If we make a refund following a claim and subsequently establish that the conditions for the refund have not been met, we may deduct it from the Available Balance after notifying you. If there is no sufficient Available Balance, the Business must repay us the amount immediately on demand.
            If you are not satisfied with the justification provided for refusing the refund or with the outcome of the refund claim, you may submit a complaint as described in clause 25.
            19. Changes to this Agreement
            We may change the Agreement by notifying you by e-mail or other agreed means 2 weeks before the change is due to take effect. You will be deemed to have accepted the notified change unless you tell us that you do not agree to the change prior to the change being effective. In this case, the Agreement will terminate upon expiry of the notice. You also have a right to terminate the Agreement immediately and without charge at any point during the notice. In such circumstances we will refund the Available Balance on the Account in accordance with clause 13 and you will not be charged a Fee for closing the Account.
            We may make immediate changes to the exchange rate used to convert money from one currency to another as part of a Transaction.
            20. Fees and limits
            We may charge Fees in connection with any of our services and facilities that you have made use of or requested based on our Fees Schedule. The Fees Schedule is subject to changes. The most recent update of schedule will be available on the Card Distributor’s Website or Card Distributor’s App.
            We may charge you an administration charge as set out in the Fee Schedule in the following circumstances:
            ● in the event that you make any payment to us that is subsequently reversed after sixty (60) days due to inadequate account information or inadequate KYC documentation, and
            ● to cover our reasonable costs and expenses in providing you with manual support on the Account not otherwise required under the Agreement (e.g. a request for legal, police, court or other judicial support).
            We may charge you a Fee for chargebacks as set out in the Fees Schedule where a receiving bank declines receipt of a payment following a request to transfer the funds from the Card.
            We have the right to review and change the amount of Available Balance you are able to have in the Account and the spending limits on the Card at any time and will notify you accordingly.
            21. Cardholder and Business details
            You must let us know as soon as possible if you change your name, address, phone number or e-mail address. If we contact you in relation to the Card or the Account, for example, to notify you that we have cancelled the Card, we will use the most recent contact details you have provided to us. We will not be liable to you if your contact details have changed and you have not informed us.
            22. Data protection
            You agree that we can use your personal information in accordance with our privacy policy which is set out at https://www.railsbank.com/privacypolicy. The Card Distributor may also use your personal information in accordance with its privacy policy which is set out on the https://zillion.eu/privacypolicy/ . Please note that us and the Card Distributor are each independent data controllers. Each privacy policy includes details of the personal information collected, how it will be used, and who it is passed onto. You can tell us if you do not want to receive any marketing materials from us.
            To comply with applicable KYC-and anti-money laundering rules and regulations our bank, the Issuer, the Card Distributor and the relevant programme manager and/or any other business partner (all together a “Partner”) who will introduce the Cardholder to the Card Distributor and the Issuer, shall be entitled to carry out all necessary verifications regarding the Cardholders identity. The abovementioned Partner and the Card Distributor may use a recognised agency for this verification purposes (details of the agency used will be provided to you on request). In this respect, the Cardholder’s personal data will be transferred to the Card Distributor and the Issuer and will processed also outside the United Kingdom.
            23. Payment disputes with Merchants
            In relation to any dispute between you and a Merchant, provided you are able to satisfy us that you have already made all efforts to resolve the dispute with the relevant Merchant, we will attempt to assist you so far as is reasonably practicable. We may charge you a Fee as referenced in the Fees Schedule for any such assistance we may give you with any such dispute. If there is an irresolvable dispute with a Merchant in circumstances where the Card has been used for a Transaction, you will be liable for the Transaction and will have to resolve this directly with the relevant Merchant.
            24. Communication
            Unless required otherwise by other provisions of this Agreement, if you have an enquiry relating to the Card, you can call us using the contact details set out in clause 2.
            This Agreement is concluded in English. All communications with you will be in English.
            We may contact you by e-mail, text message or post unless provided otherwise under the Agreement. You must maintain a valid e-mail address, a valid mobile telephone number and a valid address registered with us and must notify us of any changes in your registered details without delay. You agree to check for incoming messages regularly.
            Any e-mail will be deemed received as soon as it is sent unless within 24 hours the sender receives a failure notice indicating that the email has not been transmitted. Any e-mail will be deemed received by the recipient on the day it is received in his e-mail inbox if received before 4.30 pm on a Business Day. If received at any other time, it will be deemed received on the next Business Day.
            Any communication or notice sent by post will be deemed received three (3) days from the date of posting for UK post or within five (5) days of posting for international post. Any communication or notice sent by text message will be deemed received the same day.
            25. Complaints
            If you are not satisfied with the Card or the way it is managed, tell us by contacting us using the contact details set out in clause 2 so that we can investigate the circumstances for you. You may also request to be provided with a copy of our complaints procedure at any time. Any complaints you have will be dealt with quickly and fairly and you agree to cooperate with us and provide the necessary information for us to investigate and resolve the complaint.
            We will endeavour to handle your complaint fairly and quickly, however, if you are not satisfied with the outcome, you may contact the Financial Ombudsman Service at Exchange Tower, London E14 9SR; telephone: 0800 023 4567 or 0300 123 9 123; website: http://www.financial-ombudsman.org.uk; and e-mail: [email protected].
            The European Commission’s online dispute resolution (“ODR”) platform is at: https://ec.europa.eu/consumers/odr/main/?event=main.adr.show. The ODR platform can be used to resolve disputes between the Issuer and consumers.
            26. Assignment
            We may assign this Agreement to another company at any time. If we assign the Agreement to another company you will be given prior notice of this. Unless you tell us within 2 weeks that you do not want to continue with the Agreement after the assignment, you agree that we can assign the Agreement in this way. Your rights will not be affected by such assignment should it happen. You may not assign the Agreement to a third party. Your right to terminate the Agreement under clause 13 is not affected.
            27. Governing law
            This Agreement will be governed by English law and the English courts will have exclusive jurisdiction regarding any legal proceedings between us.
            28. Protection of funds
            We ensure that once we have received the funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made by the Card. In the event that we become insolvent, funds against which the Issuer has already issued electronic money are protected against the claims made by creditors.
            29. Business opt-out
            Pursuant to regulations 40(7) and 63(5) of the Payment Services Regulations 2017 (“PSR”) the parties agree that: (i) Part 6 PSR does not apply to the Agreement; (ii) the obligations set out in regulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92 and 94 of Part 7 PSR do not apply to the provision of services under this Agreement; and (iii) that a different time period applies for regulation 74(1) of Part 7 PSR.
            30. The Issuer of the Card
            The Card is issued by Payrnet Limited. whose company number is 09883437 and whose registered office is Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX. Payrnet Limited is an electronic money institution authorised and regulated by the Financial Conduct Authority with register number 900594.
            Payrnet Limited. can be contacted by email – [email protected].. Payrnet Limited’s web address is https://www.railsbank.com/payrnet.
            31. Third Party Payment Service Providers
            This section 31 applies when you use the services of an AISP (or PISP). We may deny an AISP (or PISP) access to the online account connected to the Card for reasonably, justified and duly evidenced reasons relating to unauthorised or fraudulent access to the online account by that AISP (or PISP, including the unauthorised or fraudulent initiation of a transaction.) If we do deny access in this way, we will notify you of the denial and the reason for the denial in advance if possible, or immediately after the denial of access, unless to do so would compromise reasonably justified security reasons or is unlawful. We will allow AISP (or PISP) access to the online account once the reasons for denying access no longer apply.
            Fees Schedule
            Fee schedule is available on the Card Distributer Web Site or Card Distributor’s App
          Corporate Terms and Conditions for Business Mastercard Debit Cards issued by Payrnet Limited.
          These terms and conditions apply to your business debit card. You accept these terms and conditions by activating your debit card. You should read them carefully before activating your debit card. In these terms and conditions “you” means the Business and/or the named debit Cardholder authorised by the Business to use the Card. “We”, “us” or “our” means Payrnet Limited.
          1. Definitions
          In these terms and conditions the following words and expressions have the following meanings:
          “Account” means the electronic money account associated with the Card;
          “Agreement” means this Agreement of open-ended duration between you and us incorporating these terms and conditions, as amended from time to time;
          “Authorised” and “Authorisation” mean the act of authorising a payment transfer by using the Card together with (i) the PIN code; or (ii) the CVV code and Expiry Date; or (iii) the use of contactless technology; or (iv) the signature of the Cardholder or
          “Available Balance” means the value of unspent funds in the Account which are available for a Cardholder to spend;
          “Business” means the party authorised to fund the Account and to whom the electronic money is issued, which for the avoidance of doubt is not a Micro-Enterprise;
          “Business Day” means a day other than a Saturday or Sunday on which banks are open for business in London;
          “Card” means a Card, which is a Mastercard debit card, provided by us to a Cardholder whereby the Cardholder can spend Available Balance;
          “Card Distributor” means EMS TECHNOLOGY smpc, being your first point of contact if you have an issue with the Card or this Agreement, the contact details of which are set out in clause 2.
          “Card Distributor’s App” Means the Card Distributor’s mobile application relating to the Account and the Card.
          “Card Distributor’s Contact Details” Means the email address [email protected] and/or the Card Distributor’s Website
          “Card Distributor’s Website” means https://zillion.eu, being the website belonging to the Card Distributor.
          “Cardholder” means the person authorised by the Business to use the Card to spend Available Balance in the person’s capacity as a representative of the Business and not in its own personal capacity. For the avoidance of doubt a Cardholder is not acting as a consumer for the purposes of this Agreement;
          “Expiry Date” means the expiry date of the Card, which will usually be printed on the Card.
          “Fee” means any fee assessed against a Card, as referenced in the Fees Schedule;
          “Fees Schedule” means the fee schedule which may be updated from time to time. The current version is available on the Card Distributor’s Website or Card Distributor’s App;
          “Issuer” means Payrnet Limited, further details of which are set out in clause 30.
          “KYC” means ‘know your customer’ which means the requirements for knowledge of and information on customers of regulated entities in order to comply with anti-money laundering and counter-terrorist financing law;
          “Merchant” means a retailer or any other person that accepts Cards;
          “Micro-Enterprise” means an entity which is engaged in an economic activity of any form which employs fewer than 10 people and whose annual turnover and/or balance sheet total that does not does not exceed €2 million;
          “PIN” means the personal identification number associated with a Card which can be used as one method of Authorising Transactions;
          “Shortfall” means when the balance of Available Balance is negative for whatever reason, including when a Transaction has been Authorised when there was not a sufficient Available Balance;
          “Transaction” means: (i) paying a Merchant for goods and/or services through Authorising the Card; and (ii) obtaining cash from an ATM or bank by Authorising the Card;
          “Virtual Card” means where applicable a non-physical Card.
          “you” means the Business and/or the Cardholder, as the context may require.
          2. Contact Details
          The Card can be activated and managed online via the Card Distributor’s Website and/or via the Card Distributor’s App.
          The Card Distributor should be your first point of contract if you have any issues with the Card or this Agreement. The Card Distributor can be contacted using the Card Distributor’s Contact Details.
          3. This Agreement
          This Agreement governs the relationship between you and us for the provision of the Card by us to the Cardholder. This Agreement also contains important warnings and information that may affect your rights. By using your Card, you will be deemed to have accepted and fully understood the terms and conditions set out in this Agreement and you agree to comply with these by your use of the Card and/or by indicating your acceptance. The Card remains our property. The Card is not transferable.
          4. The Card
          The Card is a debit card; it is not a credit, charge or pre-paid card. The Business will not earn any interest on any funds sent to the Account.
          You must ensure that there is sufficient Available Balance to enter into each Transaction that you enter into using the Card (including value added tax and any other taxes, charges and Fees that are applicable).
          Depending on your program you may receive a Virtual Card. In such cases we will provide You with the number of the Virtual Card, the Expiry Date of the Virtual Card and the CVV2 code.
          If for any reason a Transaction is processed and the Transaction amount exceeds the Available Balance, the Business must repay us the amount of such excess immediately and we will be entitled to stop any existing or subsequent Transactions from proceeding.
          5. KYC
          We require evidence of who you are and your address for our KYC procedures. We may ask the Cardholder or the Business to provide some documentary evidence to prove this and/or we may carry out checks on you electronically.
          The files of credit reference agencies may be searched to assist in the identity verification process. This is not a credit search and does not have a detrimental effect on an individual’s credit score/rating or influence an individual’s ability to obtain or raise credit. The credit reference agency will keep a record of any search and this will show as a ‘soft footprint’ on your credit record to alert you that a search was conducted.
          6. Funds in the Account
          Only the Business can add money to the Account. The Cardholder will not be able to add money to the Account.
          We reserve the right to suspend or terminate the right add money to the Account at any time without notice.
          The Business solely owns the funds representing the Available Balance and is the beneficial owner of these funds.
          7. Service limits
          Transactions may be restricted by Card type, individual usage patterns and payment risk profiles. For anti-money laundering and anti-fraud reasons, we reserve our right to change particular payment restrictions (including from those published or included herein) without notice and to the extent required to meet our regulatory obligations.
          8. Use of the Card
          To activate the Card you will need to log onto the Card Distributor App or Card Distributor’s Website and use the activate card function.
          We will be entitled to assume that a Transaction has been Authorised by You where (i) the magnetic strip on the Card was swiped by the Merchant; (ii) the Card was inserted into a chip & PIN device and the PIN was entered; (iii) relevant information was supplied to the Merchant that allows them to process the Transaction, for example, providing the Merchant with the 3-digit security code on the back of the Card in the case of an internet or other non-face-to-face Transaction; or (iv) the Card is tapped against a contactless-enabled reader and accepted by such reader.
          The Cardholder should only use the Card as permitted by the Business. If the Cardholder uses the Card, we are entitled to presume that the Cardholder has the Business’ permission to spend the Available Balance until notified to the contrary by the Business. The Cardholder can use the Card up to the amount of the Available Balance for Transactions (i) via the Internet, (ii) at Merchants and (iii) to make cash withdrawals from ATMs, provided that such application is included in the card program.
          We will deduct the value of the Transactions from the Available Balance in the Account. We will also deduct any applicable Fees as soon as they become payable by the Business based upon the Fees Schedule.
          ATM withdrawals may also be subject to fees, foreign exchange rates, maximum withdrawal limits, rules and regulations of the relevant ATM operator or bank. It is your responsibility to check whether any such additional fees apply, as they cannot be refunded once the cash has been withdrawn.
          Like other card issuers, we cannot guarantee a Merchant, an ATM operator or a bank will accept the Card.
          We may at any time suspend, restrict or terminate the Card and/or the Account, refuse to issue or replace a Card or refuse to authorise a Transaction for reasons relating to the following:
          ● if we have reasonable grounds to believe that the Card is being in a way which is not approved by the Business;
          ● if we have reasonable grounds to believe that the security of the Card has been compromised or suspect that the Card is being used in an unauthorised or fraudulent manner;
          ● if there is insufficient Available Balance in the Account at the time of a Transaction to cover the amount of the Transaction and any applicable Fees;
          ● if there is an outstanding Shortfall in the Account;
          ● if we have reasonable grounds to believe that you are acting in breach of this Agreement;
          ● if we have reasonable grounds to believe that a Transaction is potentially suspicious or illegal (for example, if we believe that a Transaction is being made fraudulently) or because of errors, failures (whether mechanical or otherwise) or refusals by Merchants, payment processors or payment schemes processing Transactions, or
          ● if we need to do so in order to comply with the law.
          If we do this, we will inform you of the action taken and its reasons in advance or, if that is not possible, immediately after, unless to do so would compromise reasonable security measures or be otherwise unlawful. We will reactivate the Account and where appropriate issue you with a replacement Card if after further investigations we reasonably believe that the reasons for the action no longer apply.
          The Business will remain responsible to the Issuer for the use of the Card. Your ability to use or access the Card may occasionally be interrupted, for example, if we need to carry out maintenance on our systems. Please contact us using the contact details set out in clause 2 to notify us of any problems you are experiencing using the Card or Account and we will endeavour to resolve any problem.
          You can manage the Card and view your e-statements by accessing the Account online via the Card Distributor’s Website or Card Distributor App. You may at any time view the details of the Transactions in the Account using the relevant credentials. You must keep your credentials safe and not disclose them to anyone. The Account will include all Transactions notified to us up to the evening of the previous Business Day.
          Your transaction information (“e-statement”) will contain: (i) a reference enabling you to identify each Transaction; (ii) the amount of each Transaction; (iii) the currency in which the Card is debited; (iv) the amount of any Transaction charges including their break down, where applicable; the exchange rate used in the Transaction and the amount of the Transaction after the currency conversion, where applicable; and (v) the Transaction debit value date.
          9. Conditions of use at certain Merchants
          In some circumstances we or Merchants may require you to have an Available Balance in excess of the Transaction amount.
          Some Merchants may not accept payment using the Card. It is your responsibility to check the policy with each Merchant. We accept no liability if a Merchant refuses to accept payment using the Card.
          10. Keeping the Card secure and liability
          You are responsible for the Card, Account and PIN. Do not share the Card or Account security details with anyone.
          You must take all reasonable steps to keep the PIN safe and separate from the Card or any record of the Card number and not disclose it to anyone else. This includes:
          ● not keeping your PIN with the Card;
          ● not storing the PIN on a device which is not password protected;
          ● never sharing your PIN with anyone;
          ● when entering your PIN, taking all reasonable steps to ensure it cannot be observed by others;
          ● not entering your PIN into any terminal that appears to be modified or suspicious, and
          ● if you believe that anyone has gained unauthorised access to your PIN, notifying us without undue delay following the procedures in clause 16.
          You will need a PIN in order to make payments at a Merchant or cash withdrawals (from an ATM or a bank) with the Card. If you forget your PIN, you may retrieve the PIN or request a replacement PIN by using the contact details set out in clause 2.
          We recommend that you check your Available Balance in your Account regularly on the Card Distributor’s Website or Card Distributor’s App. You will be provided with your Available Balance and a statement of recent Transactions on the Account either by electronic means or on the Card Distributor’s Website or on the Card Distributor App at any time. We also recommend and instruct you to go thoroughly over all the Transactions on a regular basis on the Card Distributor’s Website or Card Distributor’s App.
          The Business will be liable for all losses, including any related fees and charges, for any unauthorised Transaction if we can show that you have (i) acted fraudulently or (ii) failed with intent or gross negligence to use and keep safe the Card, Account or PIN in accordance with this Agreement.
          The Business will also be liable for all losses, including any related fees and charges, for any unauthorised or incorrectly executed Transaction if you fail to notify us without undue delay on becoming aware of the Transaction, and in any event within 30 days of the Transaction debit date.
          In all other circumstances the maximum liability will be as set out in this clause 10 and in clauses 16 and 18.
          If you believe that someone else knows the Account or Card security details, you should contact us without undue delay.
          Once any Card on the Account has expired or if it is found after you have reported it as lost or stolen, you agree to destroy it by cutting it in two through the magnetic strip.
          The Business agrees to indemnify and hold us harmless from and against all reasonable costs of any legal action taken to successfully enforce this Agreement arising out of a material breach of any of the terms and conditions of this Agreement by you or by your fraudulent conduct.
          11. Authorising and executing Transactions
          Once a Transaction is Authorised, it cannot be withdrawn or revoked.
          Within the European Economic Area (EU countries plus Iceland, Liechtenstein and Norway) we will usually execute the Transaction by transferring the amount of the Transaction to the payment service provider of the Merchant by the end of the next Business Day following the receipt of the instructions to transfer the amount. If we receive the instructions after 4:30 pm, they will be deemed received by us on the following Business Day. If the payment service provider of the Merchant is located outside the EEA, we will execute the Transaction as soon as possible.
          12. Communications regarding the Account
          You can check the Available Balance and Transaction history at any time by logging onto the Card Distributor’s Website or Card Distributor’s App.
          13. Cancelling the Card and terminating the Agreement
          If you wish to terminate this Agreement at any time, you must request cancellation or termination by contacting us using the contact details set out in clause 2 informing us of your wish to terminate. The Agreement also terminates upon Card expiry subject to clause 14.
          Once we have received all the necessary information from you and we have completed and are satisfied with the outcome of applicable anti-money laundering, fraud and other illegal activity checks (including KYC), and once all Transactions and applicable fees and charges have been processed, we will send any Available Balance to the Business’s designated payment or bank account less any fees and charges payable to us, provided that no law, regulation, law enforcement agency, court or regulatory authority requires us to withhold the Available Balance. If we are not able to send the Available Balance for whatever reason, it will be safeguarded pursuant to clause 30 for a maximum period of twenty (20) years, after which time it will become our property. A fee will be charged during this period until either the Available Balance is sent to the Business or it is exhausted. The Available Balance will be sent as soon as it is possible to do so.
          A Fee may be charged for cancellation (see clause 20 below) unless you have arranged to transfer any unused funds to another Card managed by us for the Business.
          If, following distribution of the Available Balance to the Business, any further Transactions are found to have been made or charges or fees incurred using the Card or we receive a reversal of any prior Transaction, we will notify the Business of the amount and the Business must immediately repay us such amount on demand as a debt.
          14. Expiry & redemption
          The funds on the Account will no longer be usable following the Expiry Date of the most recent Card that was issued under the Account until a replacement Card is issued.
          The Card and this Agreement will terminate on the Expiry Date unless you are issued a renewal Card prior to the Expiry Date. You may not use the expired Card after the Expiry Date. If a Card expires before the Available Balance is exhausted, the Available Balance on the Expiry Date will be returned to the Business as set out in and subject to clause 13.
          We will have the right to set-off, transfer, or apply part or all of the Available Balance to satisfy all or any liabilities and fees owed to us by the Business that have not been paid or satisfied when due.
          Authorisation will be requested for a Transaction at the time of the Transaction. In the unlikely event, for any reason whatsoever, a Transaction is completed when there are insufficient funds on the Account for that Transaction which results in a Shortfall, the Shortfall will be repaid by the Business unless it is due to:
          ● an error on the part of the Merchant to which the Card was provided by you as the means of payment, or
          ● an error on the part of the Issuer.
          Should the Business not repay this amount immediately after receiving an invoice or notification from us or the Card Distributor, we reserve the right to take all steps necessary, including legal action, to recover any monies outstanding.
          15. Termination and suspension of Card and Account
          We may terminate the Agreement for any reason by giving you at least 30 days’ notice.
          We may terminate the Agreement without prior notice if:
          ● you breach an important part of this Agreement, or repeatedly breach the Agreement and fail to resolve the matter in a timely manner;
          ● we so agree with the Business;
          ● the Business fails to pay fees or charges that you have incurred or fail to cure any Shortfall, or
          ● we are required to do so by law or by the card scheme (for example, where the provision of the Card to you becomes unlawful).
          We may also terminate this Agreement or suspend the Card or Account without prior notice if:
          ● we reasonably believe the Card is deliberately being used by you to commit fraud or for other illegal purposes, or
          ● we discover that any of the information you provided us with when you applied for the Card was incorrect.
          If we terminate the Agreement without prior notice, we will tell you as soon as practicable afterwards unless we are prohibited by law from doing so.
          16. Lost and stolen Card and the right to a refund for unauthorised Transactions
          If you know or suspect that the Card is lost or stolen, or that the PIN code is known to an unauthorised person, or if you think a Transaction has been unauthorised, you must tell us without undue delay by calling us using the number set out in clause 2 of this Agreement.
          A Transaction will be considered to be unauthorised if you have not given your consent for the Transaction to be made by Authorising it. In order for any unauthorised Transaction amount to be refunded to the Account, you must report the Transaction without undue delay upon becoming aware of it. A refund cannot be made for any unauthorised Transaction reported after 30 days have passed following the debit date of the Transaction.
          Despite the possible 30 day’s refund period, a refund cannot be made for an unauthorised Transaction if the Transaction was correctly displayed in the Account activity online and you failed to inform us about the Transaction being unauthorised without undue delay upon seeing the Transaction in the Account activity online. In this respect we urge you to check the Account activity online on a regular basis and review the Transactions carefully.
          When you call using the contact details set out in clause 2, you will be asked to provide us with the Card’s number where possible and some other identifying details. If there is an Available Balance remaining in the Account, we will replace the Card for the Account. Alternatively, the Available Balance can be redeemed to the Business. If we replace the Card, the Card will be delivered to the registered address subject to possible Fees.
          We will refund as soon as possible, and no later than by the end of the day on which the unauthorised Transaction is reported by you, the full amount of any unauthorised Transaction reported by you, including any associated Fees and charges, provided you notify us of the Transaction in accordance with this Agreement except that:
          ● we will refund at the beginning of the next Business Day any unauthorised Transactions reported on a day that is not a Business Day or reported after 4:30 pm on a Business Day;
          ● if there is evidence that you acted fraudulently or have with intent or gross negligence failed to comply with the Agreement in relation to the use of the Card and safety of the Card’s security details, we will first carry out a prompt investigation to determine whether the Transaction was Authorised by you and will only refund if the investigation shows that the Transaction was not Authorised by you, and
          ● if the Card was lost or stolen or you have failed to keep your PIN or other security details safe from misappropriation, the Business will be liable for losses up to a maximum of 35 GBP (or equivalent in another currency) per instance of loss, theft or misappropriation.
          The Business will be liable for all losses incurred in respect of an unauthorised Transaction where you have acted fraudulently or have with intent or gross negligence failed to comply with the Agreement in relation to the use of the Card and safety of its security features.
          Except where you have acted fraudulently the Business will not be liable for any losses incurred in respect of an unauthorised Transaction arising after you notify us of the Transaction in accordance with the Agreement. The Business is not liable for any losses that occur where the Card has been used in a ‘card not present’ environment except where you have acted fraudulently or with intent or gross negligence.
          If there is evidence that you checked the online Account and did not notify us of the unauthorised Transaction without undue delay, we may not refund the Account.
          We reserve the right to investigate any disputed Transaction or misuse of the Card before and after a refund. In order to do so we may need more information and assistance from you and you are required to reasonably cooperate with any investigation by us or any law enforcement agency or other competent authority. If we make a refund following the claim and subsequently establish that the conditions for the refund have not been met, we may deduct it from the Available Balance after notifying you. If there is no sufficient Available Balance, the Business must repay us the amount immediately on demand.
          17. Our liability
          We will not be liable for any loss arising from:
          ● your inability to use the Card as set out or for any reason stated in clauses 10 and 13;
          ● any cause which results from abnormal or unforeseen circumstances beyond our control, consequences of which would have been unavoidable despite all our efforts to the contrary, including but not limited to fault in or failure of data processing systems, lack of funds, maximum withdrawal limits set by ATM operators;
          ● a Merchant refusing to accept the Card;
          ● any issue with the goods or services that are purchased with the Card;
          ● any loss or theft that is reported later than 30 days following the debit date of the Transaction in question;
          ● our compliance with legal and regulatory requirements;
          ● our suspending, restricting or cancelling the Card or refusing to issue or replace it in accordance with clause 8 above, or
          ● loss or corruption of data unless caused by our wilful default.
          From time to time, your ability to use the Card may be interrupted, e.g. when we carry out maintenance to improve and keep the service running for our customers. If this happens, the Business may be unable to add funds to your Account, and/or you may be unable to:
          ● use the Card to enter into a Transaction, and/or
          ● obtain information about the funds available in your Account and/or about the recent Transactions.
          We will not be liable for any loss arising from such interruptions.
          We are also not liable for:
          ● business interruption, loss of revenue, goodwill, opportunity or anticipated savings, or
          ● any indirect or consequential loss arising from your total or partial use or inability to use the Card, or the use of the Card by any third party.
          To the fullest extent permitted by relevant law, and subject to clauses 16 and 18, our total liability under or arising from this Agreement will be limited as follows:
          ● where the Card is faulty due to our default, our liability will be limited to replacement of the Card; and
          ● where sums are incorrectly deducted from the Available Balance due to our fault, our liability will be limited to payment to the Business of an equivalent amount, and
          ● in all other circumstances of our default, our liability will be limited to repayment of the amount of the Available Balance.
          No party will be liable for, or be considered in breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.
          The above exclusions and limitations set out in this clause 17 will apply to any liability of our affiliates, such as Mastercard or other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with this Agreement.
          18. The right to a refund for Authorised and incorrectly executed Transactions
          A refund may be made for an Authorised Transaction if (i) your Authorisation of the Transaction did not specify the exact amount at the time of the Authorisation, and (ii) the amount exceeded what you would have reasonably expected taking into consideration your previous spending patterns and other relevant circumstances. A claim for a refund of such a Transaction must be made within 30 days from the date on which the funds were deducted from the Available Balance. We may require you to provide us with such information as is reasonably necessary to ascertain whether the conditions for the refund are met. Within ten (10) Business Days of receiving (i) the claim for a refund or (ii) where applicable, any further information we requested from you, we will either refund the full amount of the Transaction to the Account or provide you with justification for refusing the refund.
          In order to receive a refund to the Account for an incorrectly executed Transaction (including non-executed or defectively executed Transaction), you must report the Transaction without undue delay upon becoming aware of it. A refund will not be made for any incorrectly executed Transaction reported after 30 days have passed following the debit date of the Transaction.
          Despite the possible 30 days refund period a refund will not be made for an incorrectly executed Transaction if the Transaction was correctly displayed in the Account activity online and you failed to inform us about the Transaction being incorrectly executed without undue delay upon seeing the Transaction in the Account activity online. In this respect we urge you to check the Account activity online on a regular basis and review the Transactions carefully.
          As soon as practicable after you have notified us of a disputed Transaction in accordance with this Agreement, you must confirm the disputed Transaction in writing by email or by post, setting out full details of the Transaction and your reason for disputing it. You must provide us with all receipts and information that are relevant to the claim.
          Where we are liable for an incorrectly executed Transaction, we will without undue delay refund the amount of the Transaction to the Account, restore the Account to the state it would have been had the defective Transaction not taken place and refund any charges and interest that have arisen as a consequence of the non-execution or defective execution of the Transaction provided you notify us of the Transaction in accordance with this clause 18.
          If we make a refund following a claim and subsequently establish that the conditions for the refund have not been met, we may deduct it from the Available Balance after notifying you. If there is no sufficient Available Balance, the Business must repay us the amount immediately on demand.
          If you are not satisfied with the justification provided for refusing the refund or with the outcome of the refund claim, you may submit a complaint as described in clause 25.
          19. Changes to this Agreement
          We may change the Agreement by notifying you by e-mail or other agreed means 2 weeks before the change is due to take effect. You will be deemed to have accepted the notified change unless you tell us that you do not agree to the change prior to the change being effective. In this case, the Agreement will terminate upon expiry of the notice. You also have a right to terminate the Agreement immediately and without charge at any point during the notice. In such circumstances we will refund the Available Balance on the Account in accordance with clause 13 and you will not be charged a Fee for closing the Account.
          We may make immediate changes to the exchange rate used to convert money from one currency to another as part of a Transaction.
          20. Fees and limits
          We may charge Fees in connection with any of our services and facilities that you have made use of or requested based on our Fees Schedule. The Fees Schedule is subject to changes. The most recent update of schedule will be available on the Card Distributor’s Website or Card Distributor’s App.
          We may charge you an administration charge as set out in the Fee Schedule in the following circumstances:
          ● in the event that you make any payment to us that is subsequently reversed after sixty (60) days due to inadequate account information or inadequate KYC documentation, and
          ● to cover our reasonable costs and expenses in providing you with manual support on the Account not otherwise required under the Agreement (e.g. a request for legal, police, court or other judicial support).
          We may charge you a Fee for chargebacks as set out in the Fees Schedule where a receiving bank declines receipt of a payment following a request to transfer the funds from the Card.
          We have the right to review and change the amount of Available Balance you are able to have in the Account and the spending limits on the Card at any time and will notify you accordingly.
          21. Cardholder and Business details
          You must let us know as soon as possible if you change your name, address, phone number or e-mail address. If we contact you in relation to the Card or the Account, for example, to notify you that we have cancelled the Card, we will use the most recent contact details you have provided to us. We will not be liable to you if your contact details have changed and you have not informed us.
          22. Data protection
          You agree that we can use your personal information in accordance with our privacy policy which is set out at https://www.railsbank.com/privacypolicy. The Card Distributor may also use your personal information in accordance with its privacy policy which is set out on the https://zillion.eu/privacypolicy/ . Please note that us and the Card Distributor are each independent data controllers. Each privacy policy includes details of the personal information collected, how it will be used, and who it is passed onto. You can tell us if you do not want to receive any marketing materials from us.
          To comply with applicable KYC-and anti-money laundering rules and regulations our bank, the Issuer, the Card Distributor and the relevant programme manager and/or any other business partner (all together a “Partner”) who will introduce the Cardholder to the Card Distributor and the Issuer, shall be entitled to carry out all necessary verifications regarding the Cardholders identity. The abovementioned Partner and the Card Distributor may use a recognised agency for this verification purposes (details of the agency used will be provided to you on request). In this respect, the Cardholder’s personal data will be transferred to the Card Distributor and the Issuer and will processed also outside the United Kingdom.
          23. Payment disputes with Merchants
          In relation to any dispute between you and a Merchant, provided you are able to satisfy us that you have already made all efforts to resolve the dispute with the relevant Merchant, we will attempt to assist you so far as is reasonably practicable. We may charge you a Fee as referenced in the Fees Schedule for any such assistance we may give you with any such dispute. If there is an irresolvable dispute with a Merchant in circumstances where the Card has been used for a Transaction, you will be liable for the Transaction and will have to resolve this directly with the relevant Merchant.
          24. Communication
          Unless required otherwise by other provisions of this Agreement, if you have an enquiry relating to the Card, you can call us using the contact details set out in clause 2.
          This Agreement is concluded in English. All communications with you will be in English.
          We may contact you by e-mail, text message or post unless provided otherwise under the Agreement. You must maintain a valid e-mail address, a valid mobile telephone number and a valid address registered with us and must notify us of any changes in your registered details without delay. You agree to check for incoming messages regularly.
          Any e-mail will be deemed received as soon as it is sent unless within 24 hours the sender receives a failure notice indicating that the email has not been transmitted. Any e-mail will be deemed received by the recipient on the day it is received in his e-mail inbox if received before 4.30 pm on a Business Day. If received at any other time, it will be deemed received on the next Business Day.
          Any communication or notice sent by post will be deemed received three (3) days from the date of posting for UK post or within five (5) days of posting for international post. Any communication or notice sent by text message will be deemed received the same day.
          25. Complaints
          If you are not satisfied with the Card or the way it is managed, tell us by contacting us using the contact details set out in clause 2 so that we can investigate the circumstances for you. You may also request to be provided with a copy of our complaints procedure at any time. Any complaints you have will be dealt with quickly and fairly and you agree to cooperate with us and provide the necessary information for us to investigate and resolve the complaint.
          We will endeavour to handle your complaint fairly and quickly, however, if you are not satisfied with the outcome, you may contact the Financial Ombudsman Service at Exchange Tower, London E14 9SR; telephone: 0800 023 4567 or 0300 123 9 123; website: http://www.financial-ombudsman.org.uk; and e-mail: [email protected].
          The European Commission’s online dispute resolution (“ODR”) platform is at: https://ec.europa.eu/consumers/odr/main/?event=main.adr.show. The ODR platform can be used to resolve disputes between the Issuer and consumers.
          26. Assignment
          We may assign this Agreement to another company at any time. If we assign the Agreement to another company you will be given prior notice of this. Unless you tell us within 2 weeks that you do not want to continue with the Agreement after the assignment, you agree that we can assign the Agreement in this way. Your rights will not be affected by such assignment should it happen. You may not assign the Agreement to a third party. Your right to terminate the Agreement under clause 13 is not affected.
          27. Governing law
          This Agreement will be governed by English law and the English courts will have exclusive jurisdiction regarding any legal proceedings between us.
          28. Protection of funds
          We ensure that once we have received the funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made by the Card. In the event that we become insolvent, funds against which the Issuer has already issued electronic money are protected against the claims made by creditors.
          29. Business opt-out
          Pursuant to regulations 40(7) and 63(5) of the Payment Services Regulations 2017 (“PSR”) the parties agree that: (i) Part 6 PSR does not apply to the Agreement; (ii) the obligations set out in regulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92 and 94 of Part 7 PSR do not apply to the provision of services under this Agreement; and (iii) that a different time period applies for regulation 74(1) of Part 7 PSR.
          30. The Issuer of the Card
          The Card is issued by Payrnet Limited. whose company number is 09883437 and whose registered office is Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX. Payrnet Limited is an electronic money institution authorised and regulated by the Financial Conduct Authority with register number 900594.
          Payrnet Limited. can be contacted by email – [email protected].. Payrnet Limited’s web address is https://www.railsbank.com/payrnet.
          31. Third Party Payment Service Providers
          This section 31 applies when you use the services of an AISP (or PISP). We may deny an AISP (or PISP) access to the online account connected to the Card for reasonably, justified and duly evidenced reasons relating to unauthorised or fraudulent access to the online account by that AISP (or PISP, including the unauthorised or fraudulent initiation of a transaction.) If we do deny access in this way, we will notify you of the denial and the reason for the denial in advance if possible, or immediately after the denial of access, unless to do so would compromise reasonably justified security reasons or is unlawful. We will allow AISP (or PISP) access to the online account once the reasons for denying access no longer apply.
          Fees Schedule
          Fee schedule is available on the Card Distributer Web Site or Card Distributor’s App