General Terms and Conditions - For Electronic Money Issuance, Distribution, Redemption, and Payment Services via a Paywiser Business Payment Account (Corporate Clients)

These General Terms apply to all Users (corporate clients) who have entered into a Framework Agreement with Paywiser for the provision of Electronic Money Issuance, Distribution, Redemption, and Payment Services. These Terms, together with Paywiser’s policies and procedures (including, but not limited to, operational, safeguarding, and compliance rules), govern the use of the Services. Paywiser reserves the right to update, supplement, or clarify such procedures or policies at its discretion, and such determinations shall be binding on Users, provided they are lawful and reasonable.

Introductory Provisions

1. Issuer of Terms: These General Terms and Conditions (the “Terms”) are issued by Paywiser Limited, a company incorporated in England and Wales (Company No. 10677553) with its registered office at Timsons Business Centre, Bath Road, Kettering, Northamptonshire, England, NN16 8NQ (“Paywiser”, “we”, “us”).
2. Regulatory Status: Paywiser is an Electronic Money Institution (“EMI”), authorised by the Financial Conduct Authority (“FCA”) under the Electronic Money Regulations 2011 (FRN: 901086) to issue electronic money and provide related payment services. The FCA supervises Paywiser as the competent authority.
3. Communications: The primary e-mail for general communication is [email protected]. Other e-mail addresses may be specified depending on the type of communication. All communications shall be in English.
4. Framework Agreement: These Terms, together with any additional terms, agreements, schedules, or policies referred to herein or published on the Paywiser website, constitute the Framework Agreement governing the use of Paywiser’s services. Acceptance of these Terms electronically (e.g., via check-box or “Agree” button) constitutes consent to be bound. A contract is deemed concluded only upon Paywiser’s confirmation of the User’s registration/order via email.
5. Applicability: These Terms apply to all corporate Users (legal entities, sole proprietors, partnerships) using Paywiser’s Services unless otherwise agreed in a separate written agreement. Specific services or third-party arrangements may have additional terms.
6. Price List: All fees and charges are set out in the Price List, available at www.paywiser.uk. Special pricing for individual Users will be communicated by email.
7. Privacy: Users are also subject to the Privacy Policy published at www.paywiser.uk.
8. Safeguarding of Funds: User funds are held in safeguarded accounts at UK-authorised credit institutions, segregated from Paywiser’s own funds, in compliance with EMR 2011. Funds are not covered by the FSCS, but Users have direct claims on their safeguarded funds in the event of Paywiser’s insolvency.
9. Language: The official language of the contract is English. In case of translation, the English version prevails. Users must confirm understanding of English to conclude the Framework Agreement.
10. Headings: Headings are provided for convenience only and shall not affect the interpretation of these Terms.

Definitions

Terms and Conditions of the Business Relationship Between the User and Paywiser

1. In addition to these Terms, the business relationship between the User and Paywiser is governed by applicable UK laws and regulations, including EMR 2011 and PSRs 2017, the Price List, any annexes agreed by the Parties, and other documents published on the Paywiser website. These documents collectively define the legal relationship between Paywiser and the User, guided by principles of fairness, soundness, and justice.
2. These Terms set out the principal rights and obligations of the Parties once the User validly registers in Paywiser’s system, opens a Payment Account, and uses Paywiser’s services.
3. By registering for the Services, the User confirms that it has read, understood, and agreed to these Terms.
4. The User may request a copy of these Terms and any associated documents at any time, in paper form or on another durable medium. Current Terms are also published at www.paywiser.uk.

Services Provided by Paywiser under this Framework Agreement

1. Payment Accounts
   • Paywiser provides Users with Payment Accounts for the execution of Payment Transactions and related services.
   • Multi-currency accounts are maintained under a safeguarding account with a commercial partner bank. Each User Account is assigned a unique IBAN, enabling incoming and outgoing transactions.
   • Supported currencies: G7 currencies.
   • Note:
     • A Payment Account is not a bank account and is not registered in any official registry.
     • Users are responsible for reporting the account to relevant authorities, if applicable (e.g., for tax purposes).
2. Access and Management
   • Users access and manage their accounts via the Paywiser Web Interface and Paywiser Mobile App, including top-ups, withdrawals, transactions, and balance checks.
   • Terms of use for the Web Interface are presented to Users prior to first use and are available at www.paywiser.uk.
3. Payment Services (as per Schedule 1, Payment Services Regulations 2017)
   • Placing and withdrawing cash from payment accounts
   • Execution of Payment Transactions, including:
     • Direct debits (one-off or recurring)
     • Payment card transactions
     • Credit transfers (including standing orders)
   • Issuing payment instruments or acquiring payment transactions
   • Issuance and redemption of e-money
   • Currency exchange services
4. Additional Features
   • Users may order a Paywiser MasterCard debit card, subject to additional terms and conditions available at www.paywiser.uk.
   • E-money business account for companies being incorporated:
     • Funds deposited are used solely for share capital contributions
     • Account transformation to a regular e-money business account occurs after company incorporation
   • Segregated e-money accounts for client funds:
     • Managed separately from the User’s own accounts
     • Operated on behalf of clients, while ensuring regulatory compliance and fund segregation
5. Onboarding and KYC/KYB
   • Certain accounts (incorporation or segregated accounts) may require enhanced KYC/KYB procedures and additional onboarding terms.
6. Interest and Additional Services
   • Funds held in User accounts do not earn interest.
   • Any other services not regulated in these Terms may be subject to separate terms and conditions available at www.paywiser.uk.

General Provisions on Account Opening and User Identification

1. Application and Onboarding
   • The User must submit an application to register a User Account and open a Payment Account with Paywiser, complete the onboarding process, and provide all required documents.
2. Scope of Information Required
   • The information requested will depend on the specific product or service the User intends to access.
3. Document Verification
   • Paywiser may require the User to provide original documents, notarised copies, or documents certified by another competent authority as permitted under applicable law.
4. Identification Procedures
   • To verify the User’s identity or perform other regulatory obligations, Paywiser may require the User to undergo video identification or other identification procedures via Paywiser’s partners or approved programmes.
5. Accuracy of Information
   • The User confirms that all information provided during registration is accurate and up to date.
   • Any changes must be notified to Paywiser within five (5) Business Days.
6. Acceptance of Terms
   • After reviewing these Terms, the User shall indicate acceptance by marking the relevant “check-box” online.
   • This constitutes a declaration of willingness to enter into a Framework Agreement.
   • After the KYC/KYB process is completed, Paywiser will notify the User by email whether the Contract has been concluded.
   • If the User declines or does not mark the check-box, no contractual relationship is formed.
7. Right to Refuse Registration
   • Paywiser reserves the right to refuse registration of a User or the opening of a Payment Account without providing reasons, provided such refusal is based on significant grounds consistent with applicable law and regulatory obligations.
8. Account Activation
   • Once Paywiser has verified the User’s documents and information, and no legal or regulatory impediment exists, Paywiser will notify the User of the successful opening of the Payment Account.
   • The User may then access and use the Services.
9. Number of Accounts
   • Unless expressly permitted by Paywiser, each User may open one User Account and one Payment Account only.
10. Prohibited Jurisdictions
    • Users domiciled in countries deemed high-risk for money laundering or terrorist financing are not permitted to use Paywiser Services.
11. Sanctions and High-Risk Screening
    • If the KYC/KYB process identifies that the User, or its representatives, is from a high-risk or sanctioned jurisdiction, or is subject to sanctions, Paywiser reserves the right to:
      • Terminate the Contract
      • Close the User’s Payment Account
      • Refund any remaining balance
12. Sanctions Declaration
    • By accepting these Terms, the User confirms that it and its representatives are not sanctioned persons and are not subject to restrictive measures.
    • Sanctioned person: Any individual or entity subject to sanctions, including those linked to countries on sanction lists.
    • Sanctions: Any economic, financial, trade, or similar restrictions imposed by:
      • HMT
      • The United Nations
      • The United States of America
      • The European Union or any of its Member States

User Undertakings and Account Management

1. Access to Account

   The User may access and manage its Payment Account via the Paywiser Web Interface and may also view it through the Paywiser Mobile Application (“Paywiser Wallet”).

2. Registration via Paywiser Wallet

   Paywiser Wallet can be accessed by installing the Paywiser Mobile Application free of charge on the User’s mobile device and completing the registration process. Paywiser Wallet may also be accessed via the Web Interface.

3. Minimum Registration Information

   The User must provide the following minimum information during registration, but not limited to:

   • Company Information:
     • Legal name of the company
     • Company Registration Number
     • Registered office address
     • Tax number and tax residency
     • US person status
     • Entity type
     • Registered and main business activity
     • Purpose and nature of business relationship
     • Countries for incoming and outgoing payments
     • Estimated business volume
     • Business website, email address, mobile number
     • Names of Supervisory Board members (if applicable)
     • Supporting documents (e.g., certificate of incorporation, articles of association, shareholder registry, director registry, and any applicable questionnaires)
   • Legal Representative / Authorised Person:
     • Full name, middle name, and gender
     • Permanent and temporary addresses
     • Date and place of birth, country of birth
     • Tax number, tax residency, US person status, citizenship
     • Identification document type, number, issue and expiry dates, issuing authority
     • Mobile phone number, email address
     • Images of both sides of ID document and a selfie
     • Data collected during electronic/video identification process
   • Ultimate Beneficial Owner (UBO) Information:
     • Full name, permanent and temporary addresses
     • Citizenship
     • Percentage of ownership
4. Data Collection and KYC/KYB Process

   Paywiser collects personal and business data through the Mobile Application, Web Interface, Paywiser system, or via email. The User’s legal representative must provide accurate identification data, photographs of IDs, and a selfie during the KYC/KYB process. Verification may be carried out using digital conferencing or by an approved external contractor. Facial images and identity documents may be recorded for the duration of the identification process.

5. Verification of Contact Details

   The User must first register with a mobile phone number, confirmed by a one-time password (OTP) sent via SMS. The email address provided must also be verified.

6. Unique Linking of Account

   Each User Account is uniquely linked to the provided email address and mobile phone number. Only one email and one mobile number can be associated with a User Account at any time.

7. Acceptance of Terms

   The User must accept these Terms prior to successful registration.

8. Assignment of User ID

   Upon successful completion of the KYC/KYB process, Paywiser will assign a unique identification number (User ID) to the User.

9. Access to Services

   Upon registration, the User Account is created, enabling the User to access and manage Payment Account services via the Web Interface and, where applicable, via the Mobile Application.

10. Compliance with AML/CFT and Policy Restrictions

    The Services provided are subject to legal restrictions under UK AML/CFT regulations and Paywiser’s AML Policy.

11. Transaction Limits and Account Restrictions

    The User may carry out payment transactions and use Services in accordance with limits set out in separate documents forming part of this Contract.

12. Freezing and Termination of Accounts

    If the User becomes ineligible, exhibits high-risk behaviour, or reaches predefined thresholds (e.g., transaction volumes), the Payment Account may be temporarily or permanently frozen. In cases of permanent freezing, Paywiser may terminate the Framework Agreement with notice to the User.

13. Use of Paywiser Web Interface and Mobile Application
    • The User must use the Paywiser Web Interface and Paywiser Mobile Application (“Paywiser Wallet”) in accordance with:
      • These Terms
      • The Price List
      • General Terms and Conditions for the Use of the Paywiser Web Interface and Mobile Application
      • Any other publicly available documents at www.paywiser.uk
      • Applicable UK law and regulations, including EMR 2011, PSRs 2017, and AML/CFT requirements
    • Services must be used consistently with their intended purpose.
    • Breaches by the User (“Breaching User”) may result in liability to Paywiser and/or third parties for any damage caused. Paywiser may suspend or block access to the Web Interface, Mobile Application, and Services.
    • The User is solely responsible for any third-party access to their account and any resulting damages.
    • Restrictions on the use of Payment Accounts are set by AML/CFT regulations and Paywiser internal rules, available at www.paywiser.uk.
    • All functionalities of the Payment Account, including issuing and redeeming electronic money and executing Payment Transactions, are governed by these Terms and related documents forming part of the Framework Agreement.

Payment Services via Paywiser Wallet

1. Users may perform various types of Payment Transactions via the Web Interface or Mobile App.
2. Users are subject to restrictions in and limits set out in these Terms; cash withdrawals are not permitted unless explicitly allowed.
3. Each Payment Request is confirmed or rejected by the Paywiser system.
4. Payment Account balances are updated immediately upon successful execution of a Payment Transaction.
5. Paywiser will authorise and execute a Payment Transaction where the User submits a valid Payment Order or Consent, except where conditions for refusal exist.
6. Paywiser may refuse a Payment Transaction if:
   • The transaction exceeds AML/CFT limits or other limits established by Paywiser or the User;
   • Insufficient funds exist in the Payment Account;
   • Incorrect Strong Customer Authentication (SCA) credentials are provided;
   • The User Account is blocked, frozen, or suspended;
   • System or network disruptions prevent execution; or
   • Misuse of the Payment Account is suspected.
7. The User will be notified immediately of confirmation or rejection via the Web Interface.
8. Subject to account limits and restrictions, the User may:
   • Top-up the Payment Account;
   • Make payments for goods and services;
   • Withdraw funds (where permitted).
9. Additional services and functionalities are provided under separate terms, publicly available at www.paywiser.uk.
10. Top-up of Payment Account

    The top-up function is subject to the restrictions and limits set out in these Terms.

    • Users may top-up by:
      • Transferring funds from an account held with another Payment Service Provider, using the IBAN/BIC of the User’s Paywiser Account. Funds are held in a safeguarded account with a regulated financial institution holding safeguarded funds in accordance with EMR 2011.
      • Following all instructions regarding references and purposes for the payment as published on www.paywiser.uk.
    • Paywiser will verify Payer and Payee details and account, as well as status and applicable limits before authorising any top-up request.
    • Each top-up request may be approved or rejected at Paywiser’s discretion.
11. Payment Transactions for Goods and Services
    • Payment Transactions for the purchase of goods and services are subject to the restrictions and limit set out in these Terms.
    • A User who has obtained a Paywiser Mastercard, Visa, or UnionPay Debit Card (issued under the respective Paywiser Debit Card Terms, available at www.paywiser.uk) may pay for goods and services at any outlet that accepts Mastercard, Visa, or UnionPay debit cards, subject to available account funds and applicable account limits.
12. Execution of Payment Transactions via Payment Orders:
    • Paywiser accepts Payment Orders according to the schedule for clearing and settlement in its system. Payment Transactions are generally processed on each Business Day for orders received by 24:00 of the previous day.
    • Non-Business Days include Saturdays, Sundays, and public holidays recognised in the TARGET2 payment system (e.g., 1 Jan, Good Friday, Easter Monday, 1 May, 25 Dec, 26 Dec). Non-Business Days apply to clearing, settlement, and involved Payment Service Providers.
    • Payment Orders received between 00:00 and 24:00 on a Business Day are executed the same day, subject to account restrictions, available funds, and AML/CFT obligations.
    • Paywiser, as the acquirer, will transfer funds to the Recipient’s account no later than the next Business Day following receipt of a valid Payment Order.
    • A Payment Order becomes irrevocable when the User gives consent via the Paywiser system. After this point, the User may not cancel or revoke the transaction.
    • The Paywiser system automatically verifies:
      • Payer and Payee details;
      • Account balance;
      • User status; and
      • Applicable transaction limits or restrictions.
    • Applicable transaction limits or restrictions.
13. Withdrawal of Funds from the Payment Account
    • Users may withdraw funds from their Payment Account in accordance with these Terms, the Price List, and any applicable limits and restrictions set out in these Terms.
    • Funds may be withdrawn by:
      • Transfer to another Payment Account or Transaction Account: The User submits a Payment Order via the Paywiser Web Interface.
      • Cash withdrawal at an ATM, if the User holds a Paywiser Card and such withdrawals are permitted under these Terms and applicable limits.
    • All withdrawals and internal transactions are subject to:
      • The available account balance;
      • Compliance with transaction restrictions and limits as set out in these Terms;
      • Any other limitations communicated by Paywiser (including AML/CFT thresholds and monitoring triggers or regulatory requirements).

General Terms for the Issuance and Redemption of Electronic Money

1. Issuance of Electronic Money
   • Money held in the User’s Payment Account shall be deemed to be Electronic Money issued by Paywiser following the transfer or crediting of funds to the Payment Account opened with Paywiser, in accordance with the Electronic Money Regulations 2011, and where applicable, the Payment Services Regulations 2017.
   • Once the User has transferred funds, or Paywiser has successfully received them, Paywiser shall issue Electronic Money at face value and credit it to the User’s Payment Account. The Electronic Money shall be held in a segregated safeguarding account in compliance with FCA safeguarding requirements.
   • The User selects the method of recharging the Payment Account as set out in the relevant section of these Terms relating to recharging.
2. Nature of Electronic Money
   • The User is informed and acknowledges that Electronic Money in the User’s Account is not a deposit and is not covered by the Financial Services Compensation Scheme (FSCS).
   • No interest or other benefits shall accrue on Electronic Money held in the User’s Account.
3. Redemption of Electronic Money
   • Electronic Money held in the User’s Account may be redeemed at any time at its face value, unless otherwise agreed in writing between Paywiser and the User. Redemption requests must comply with applicable AML/CFT and sanctions regulations.
   • If Electronic Money is redeemed prior to the termination of this Agreement, the User may request the return of part or all of the monetary value.
   • The User may request redemption by generating a Payment Order to transfer the Electronic Money from the User’s Payment Account to any account specified by the User, subject to applicable legal and regulatory restrictions.
   • Redemption shall follow the standard terms and conditions applicable to transfers and other Payment Transactions from the User’s Account. The amount shall be determined by the User.
   • No additional fee shall be payable specifically for the redemption. Any applicable Transfer or Withdrawal Fees shall be charged according to the method selected and in accordance with the published Price List.
4. Redemption Post-Termination
   • If the User requests redemption after the termination of this Agreement or within one year from its termination, Paywiser shall redeem the full monetary value of the Electronic Money held by the User.
   • Upon termination of the Agreement, the closure of the User’s Payment Account, or discontinuation of Services, funds in the User’s Payment Account shall be transferred to the User’s Transaction Account or to another electronic payment system account specified by the User.
   • Paywiser is entitled to deduct any outstanding fees, charges, or costs owed by the User, including any damages or default interest imposed by financial institutions or other competent authorities due to breaches of this Agreement by the User. In the event of a dispute, Paywiser may retain the disputed funds until resolution.
   • If Paywiser is unable to refund the User due to circumstances beyond its control (e.g., the designated account is closed or technical issues arise with the payment service provider), the User shall be notified promptly and must provide an alternative account or additional information necessary to process the refund.

GENERAL TERMS ON THE PROVISION OF PAYMENT SERVICES

1. Authentication Data and Information to Be Provided in a Payment Order
   • The User shall set authentication details for accessing their Payment Account via the Paywiser Web Interface or Mobile Application. These include:
     • User ID and Password:
       • User ID: the unique identifier assigned to the User upon successful registration and confirmation by Paywiser.
       • Password: a static alphanumeric sequence personally and exclusively determined by the User. Paywiser shall never have access to the password and will never request it.
     • Strong Customer Authentication (SCA) code: a one-time code sent to the User’s mobile device or email (as applicable), which is required to execute a Payment Transaction. Payment Transactions will not be executed without valid SCA, in accordance with PSRs 2017 requirements.
   • Session management: The maximum period of inactivity after login shall not exceed five minutes, after which the session will terminate automatically. Entering incorrect authentication data three times consecutively will result in temporary blocking of access. The User will be notified prior to the block being applied. Re-access requires verification through KYC/KYB procedures or other security measures approved by Paywiser.
   • Payment Order details: To initiate or execute a Payment Order, the User must provide a valid unique identifier (IBAN) and, where applicable, the BIC code of the Payee’s payment service provider. Paywiser shall process Payment Transactions solely based on these details.
   • Liability: Paywiser shall not be liable for errors arising from missing or incorrect unique identifiers. Paywiser will, however, make reasonable efforts to recover the funds.
   • Paywiser may request additional information necessary for proper execution of a Payment Order, including, but not limited to, amount, currency, Payee name, and address.
   • A Payment Transaction shall be authorised only when the User has given consent through the Paywiser system.
2. The form and procedure for giving consent to initiate a Payment order or execute a Payment transaction
   • Consent is deemed given when the User submits a Payment Order using valid authentication data, including SCA, or by any other method approved by Paywiser in compliance with PSRs 2017.
   • Consent must be provided prior to execution of the Payment Transaction.
3. Procedure for cancelling a Payment Order
   • The Payer may revoke consent at any time before the Payment Order becomes irrevocable, as defined under Payment Services Regulations 2017 and PSRs 2017.
   • Once a Payment Order is received by Paywiser, except as expressly permitted under these Terms.
   • If a Payment Transaction is initiated by or through the Payee, the Payer may not cancel the transaction after it has been authorised by the Payee.
   • For scheduled Payment Orders, cancellation is permitted no later than the end of the Business Day preceding the agreed execution date.
   • After the expiry of the above time limits, a Payment Order may be cancelled only with mutual agreement between the User and Paywiser, and where applicable, with the consent of the Payee.
4. Time of Receipt of the Payment Order, Requirements Applicable to the Payment Order and Refusal to Execute the Payment Order
   • Sufficient Funds and Minimum Balance
     • The User must ensure that their Payment Account contains sufficient funds to execute a Payment Order. If funds are insufficient at the time of submission, Paywiser may refuse execution, unless otherwise agreed.
     • The minimum balance requirement for GBP-denominated accounts is £19.95; falling below this amount, Paywiser may refuse execution.
     • Funds held in currencies other than GBP are not safeguarded under the Electronic Money Regulations 2011; execution of Payment Orders in such currencies is subject to Paywiser’s internal procedures and applicable laws.

   Processing and Receipt of Payment Orders

   • Paywiser shall process Payment Orders without undue delay, provided sufficient funds are available, in accordance with the UK Payment Services Regulations 2017.
   • A Payment Order is deemed received by Paywiser on the date of actual receipt. If receipt occurs on a non-Business Day, it is deemed received on the next Business Day.
   • Payment Orders received outside Paywiser’s Business Hours are deemed received on the next Business Day.
   • No funds shall be debited from the User’s Payment Account until the Payment Order is received by Paywiser.
   • If the User and Paywiser agree that execution shall commence on a specified day, or once funds are available, the time of receipt shall be deemed the agreed day. If this falls on a non-Business Day, the next Business Day shall apply.

   Execution of Payment Orders

   • Payment Orders submitted within the Paywiser system shall be executed immediately, unless interrupted due to internal policies, regulatory requirements, or GBP safeguarding procedures.
   • Paywiser will endeavour to execute Payment Orders outside the system immediately; otherwise, standard processing deadlines apply.

   Recording and Documentation

   • Paywiser may record and store all Payment Orders and details of Payment Transactions. Such records may be provided to the User or third parties entitled to receive them, including regulators, as evidence of order submission and execution.

   Refusal and Suspension of Payment Orders

   • Paywiser may refuse to execute a Payment Order if there is reasonable doubt regarding its authenticity, legality, or appropriateness. In such cases, Paywiser may request additional confirmation or documentation at the User’s expense. Paywiser is not liable for losses arising from refusal due to the User’s failure to provide requested information.
   • Paywiser may engage third parties to execute Payment Orders where necessary. If a third-party financial institution suspends execution, Paywiser is not liable, but will attempt to ascertain the reasons. Users acknowledge that their Account is linked to Paywiser’s GBP safeguarding account, which may result in temporary suspension by the commercial partner bank.
   • Paywiser may suspend or terminate execution of a Payment Order if required by law, regulation, sanctions regimes, or other circumstances beyond its control.
   • In cases of refusal, Paywiser shall promptly notify the User of the reasons and, where legally permitted, the procedure to rectify any errors.
   • Paywiser will not execute Payment Orders prohibited under applicable laws, sanctions regimes, or User-specific restrictions.

   Returned Payment Orders

   • If a Payment Order is returned due to circumstances beyond Paywiser’s control (e.g., incorrect Payee account), the returned funds shall be credited to the User’s Payment Account.
   • Fees paid for the execution of the Payment Order shall not be refunded.
5. CONDITIONS FOR THE PERFORMANCE OF SERVICES
   • The time limits for executing Payment Transactions to Payment Accounts and other Services are set out in these Terms and other documents published on www.paywiser.uk.
   • Where a Payment is made in GBP and the User is the Payer, Paywiser shall ensure that the Payment Transaction amount is credited to the Payee’s Payment Service Provider’s account by the end of the next Business Day. Paywiser will execute Payment Orders immediately where possible (typically within minutes), unless interrupted due to regulatory or operational reasons.
   • Maximum spending limits may be set by the User via Paywiser Wallet. For GBP Payments, if a Payment Order is received before 12:00 on a Business Day, Paywiser shall credit the Payee’s account the same day; otherwise, by the next Business Day.
   • The Parties may agree that a Payment Order is executed on a specific day or at the end of a specific period; in such cases, Paywiser shall ensure the Payment Transaction is credited on the agreed execution day.
6. Spending Limits for Payment Transactions
   • User Cooperation: The User shall cooperate with Paywiser in investigating any suspicious, fraudulent, or unlawful activity related to their Payment Account or Payment Transactions.
   • Maximum Spending Limits: Maximum spending limits applicable to the User’s Payment Account are set out in the relevant section of these Terms.
   • Additional Limits:
     • Paywiser may impose additional limits on the User’s Payment Account in accordance with internal policies, regulatory obligations, or AML/CFT requirements.
     • Users shall be notified of such additional restrictions prior to using the Services.
7. Account Blocking and Suspension of Services
   • The User shall cooperate with Paywiser in investigations of suspicious, unlawful, fraudulent, or improper activity relating to the Payment Account or the Services.

   Blocking of Funds

   • Paywiser may block funds in the User’s Payment Account in any of the following circumstances:
     • Suspected use of funds for criminal offences or proceeds of crime;
     • Suspected unauthorised Payment Transactions;
     • Default in obligations under this Agreement;
     • Insolvency, bankruptcy, or heightened risk of insolvency;
     • For corrective accounting, settlement, or audit purposes;
     • Proven fraudulent acts or ongoing criminal proceedings against the User.

   Suspension or Restriction of Account Services

   • Paywiser may suspend or restrict the User Account, including specific functionalities (e.g., uploading, receiving, sending, or withdrawing funds) in the following circumstances:
     • To ensure the security of the User Account;
     • If transactions appear to breach these Terms or applicable security requirements;
     • If transactions are suspicious, unauthorised, or potentially related to money laundering, terrorist financing, fraud, or other unlawful activity;
     • Insolvency or perceived inability of the User to meet obligations;
     • Any circumstances indicating the User may be unable to fulfil obligations towards Paywiser or third parties.

   Notification

   • Paywiser shall use reasonable endeavours to notify the User of any blocking or suspension in advance, or as soon as reasonably practicable, unless notification would compromise security or is prohibited by law.

   Mandatory Suspension

   • Paywiser may suspend the operation of the User Account or specific functionalities at any time if required by applicable law, regulations, or competent authorities. Notification shall be provided unless prohibited by law or regulatory order.
8. Payment Transaction Data to be Transmitted to the User

   Pre-Execution Information

   • Prior to the execution of a Payment Order, Paywiser shall provide the User with information on:
     • The conditions for executing the Payment Order;
     • The Fees applicable to the Payment Order; and
     • Where a total fee is charged, a breakdown of the individual fee components.

   Transaction Statements

   • Paywiser shall provide the User with a statement of executed Payment Transactions, containing at minimum:
     • Information enabling the User to identify each Payment Transaction and the Payee;
     • The amount of the Payment Transaction in the currency specified in the Payment Order;
     • The Fees payable for the Payment Transactions and allocation of such Fees;
     • The applicable exchange rate and the amount of the Payment Transaction in the currency after conversion, where currency exchange has occurred;
     • The date on which funds are debited from the User’s Payment Account;
     • The date on which funds are credited to the Payee’s account;
     • Any other information required under the Electronic Money Regulations 2011 (EMR 2011) and Payment Services Regulations 2017 (PSRs).

   Delivery of Statements

   • Statements shall be provided through the Paywiser Web Interface or sent via secure e-mail.
   • Users may also view executed Payment Transactions via the Paywiser Mobile Application.

   Fraud and Security Notifications

   • Paywiser shall notify the User without undue delay of any suspected or actual fraud, security threats, or breaches related to the Services, using a secure communication channel such as the Web Interface, e-mail, or another method deemed appropriate by Paywiser.

Fees for Services, Interest on Late Payments, and Currency Exchange Services

1. Fees for Standard Services
   • Paywiser shall charge the User Fees for standard Services in accordance with these Terms and the Price List in force from time to time, available at www.paywiser.uk.
   • The current Price List is attached to these Terms or sent via e-mail and shall form an integral part of these Terms.
2. Fees for Non-Standard Services
   • Paywiser may charge the User individual Fees for non-standard Services not specified in these Terms or the Price List.
   • Users shall be informed of such Fees prior to using the Service, in line with UK Payment Services Regulations 2017 (PSRs) transparency requirements.
3. Currency of Fees
   • Unless otherwise stated, all Fees are expressed in GBP.
4. Payment of Fees and Penalties for Late Payment
   • Users shall pay Paywiser the applicable Fees set out in the Price List and/or any additional agreement.
   • In the event of late payment, Users shall pay penalty interest or charges in accordance with the Price List, any additional agreement, and UK law, including the Late Payment of Commercial Debts (Interest) Act 1998.
   • All Fees shall be deducted from the balance of the User’s Payment Account, which the User authorises Paywiser to do. Users must maintain sufficient funds to cover all Fees.
   • If insufficient funds are available, Paywiser may issue a separate invoice payable within ten (10) Business Days, and late payment may incur default interest at 0.02% per day. Paywiser may also terminate the Agreement with immediate effect.
5. Payment Transactions and Fee Coverage
   • If insufficient funds exist to execute a Payment Transaction and pay the applicable Fees, Paywiser may reject the Payment Transaction.
6. Currency Exchange Services
   • Currency conversion shall be based on Paywiser’s exchange rate in force at the time of conversion, continuously updated and published via the Paywiser website, Web Interface, or Mobile Application.
   • Paywiser shall promptly adjust the Base Currency Rate and notify Users of such changes in accordance with these Terms or any Special Currency Exchange Terms.
   • Exchange rates for any requested currency conversion shall be presented prior to execution of the transaction, in accordance with UK EMR 2011 and PSRs transparency requirements.
   • Where the currency of a Payment Order differs from the Payment Account currency, conversion shall follow the procedure established by Paywiser and published on www.paywiser.uk.
7. Annual Fee Statement and VAT
   • Paywiser shall provide an annual statement of all Fees associated with the User’s Account free of charge at the start of each calendar year, or for the period until termination if the Agreement ends mid-year.
   • Services provided under this Agreement are exempt from UK VAT, unless VAT is otherwise required by law.
8. Limitation of Liability
   • The User acknowledges that Paywiser is not liable for delays in transaction execution, including where timing is critical for the User’s business (e.g., currency exchange companies), except where liability is mandated under UK EMR 2011 or PSRs 2017.

Communication between the User and Paywiser

1. Language of Communication
   • The User acknowledges and expressly agrees that all communications, including personal communications with Paywiser, shall be in English, unless otherwise agreed.
   • All information regarding Services, prices, and other relevant matters shall be provided in English.
   • Paywiser may provide translations for certain documents; however, the Web Interface, Mobile Application, and Video Identification Process are available only in English.
2. Methods of Communication
   • Paywiser may provide information via:
     • The Paywiser Web Interface or Mobile Application;
     • Post to the User’s registered address;
     • Email, telephone call, SMS, or other telecommunication methods using details provided during account opening;
     • Public announcement via www.paywiser.uk or the Paywiser system, with notification sent via Web Interface, Mobile App, email, or SMS. Publicly published information is deemed communicated unless UK law requires personal notification.
3. Delivery and Receipt
   • Communications via Web Interface, Mobile App, or email are deemed effective once delivered.
   • Email messages are deemed delivered on the next Business Day.
   • Telephone communications require identity verification and are deemed delivered at the time of the call.
   • Postal communications are delivered to the registered address.
   • Information published online is deemed delivered on the date of publication.
4. Recording and Archiving
   • With prior notice, Paywiser may record communications and archive all information and documents received from the User or third parties.
   • Such information may be used to comply with these Terms or regulatory requirements.
5. Durable Medium and User Requests
   • The User may receive these Terms and related documents in paper or other durable medium.
   • Questions or complaints may be submitted via email to [email protected] or [email protected], respectively.
   • Paywiser will respond within eight (8) Business Days, or within two (2) Business Days for simple issues. Exceptional cases may require up to thirty-five (35) Business Days.
6. Updating Contact Information
   • Both Parties shall promptly inform each other of any changes to contact details.
   • The User must provide supporting documentation if requested.
   • Notifications sent to the last known contact details are deemed effective.
   • Paywiser may notify the User of updated contact details by public announcement or email.
7. Obligations of the Parties
   • Both Parties must immediately notify each other of circumstances relevant to the proper conduct of the business relationship.
   • The User shall provide additional information or documents as requested by Paywiser.

Changes to the General Terms and Conditions and Price List

1. Amendments
   • This Contract may be amended from time to time.
   • Paywiser has the right to amend these Terms, the applicable Price List, Fees, or any other terms and conditions of the Services by providing the User with the amended terms on paper or another durable medium at least two (2) months prior to the effective date of such amendments.
   • Notification may also be provided via the Paywiser Web Interface, Mobile Application, or the email address provided by the User during account opening.
   • If an amendment is clearly beneficial to the User, Paywiser may implement the change immediately after notification.
2. Acceptance or Rejection
   • The Terms in force at any given time form an integral part of the contractual relationship between Paywiser and the User.
   • The User has the right to accept or reject the proposed changes.
3. User Objection or Withdrawal
   • If the User does not agree with the changes, they may withdraw from the Contract immediately, without notice or payment of compensation, by notifying Paywiser no later than the day before the amendments take effect.
   • If the User fails to notify Paywiser within this period, the amendments are deemed accepted and shall take effect on the specified date.
   • Once the User accepts the amendments, they may not subsequently submit any objection or claim regarding the content of such amendments.
   • If the User rejects the amendments without terminating the Agreement, Paywiser may treat this as termination of the Framework Agreement, with a two-month notice period starting from the date of notification of the amendments.
4. Outstanding Obligations
   • Termination of the Agreement under the applicable termination provisions shall not relieve the User of any obligations accrued prior to the date of termination.

Security Measures and Liability

1. User Responsibilities for Device and Account Security
   • The User is responsible for maintaining the security of any device used to access the Paywiser System (via Web Interface or Mobile Application) and must not leave devices unattended, in public, or otherwise accessible to third parties.
   • The User is recommended to:
     • Keep all software, applications, antivirus, browsers, and other programs up to date.
     • Protect devices with passwords, PINs, biometric recognition, or equivalent security measures.
     • Treat emails with caution; Paywiser will never request software downloads or attachments that could compromise security.
     • Avoid clicking on unknown links, opening unknown documents, installing unverified software, or visiting unsafe websites.
2. Reporting Security Incidents
   • Upon detecting loss, theft, misuse, or fraudulent use of the Payment Account or Payment Instrument, the User must immediately notify Paywiser via:
     • Email: [email protected] or [email protected]
     • Blocking the Paywiser Card via the Mobile Application
   • In case of suspected unauthorized access, the User must:
     • Notify Paywiser immediately and request blocking of the Payment Account.
     • Change the password and use any additional validation or security measures required by Paywiser to continue using the Account.
3. Blocking of Payment Account or Instruments by Paywiser
   • Paywiser may block or partially suspend the Account in cases of:
     • Justified security concerns regarding funds, Account, or Payment Card.
     • Suspected unauthorized or fraudulent use.
     • User’s non-compliance with these Terms or the Framework Agreement.
     • Suspected illegal use of funds by other persons.
     • Other circumstances required under UK law.
   • Users may request temporary blocking; Paywiser may require written or other acceptable approval before action.
   • If Paywiser reasonably doubts the legitimacy of a blocking request, it may refuse the request, and shall not be liable for resulting losses.
4. Monitoring and Notification of Unauthorized Transactions
   • Users must review Payment Transactions at least once per month.
   • Any unauthorized or incorrectly executed Payment Transaction must be notified to Paywiser immediately, and in any event within thirteen (13) months of the debit.
   • Failure to notify Paywiser within this period shall be deemed acceptance of the executed Payment Transactions.
5. Liability for Unauthorized Payment Transactions
   • Paywiser shall prove a Payment Transaction was authorized (e.g., via SCA) and duly recorded.
   • Unauthorised Payment Transactions shall be reimbursed without undue delay, but no later than the end of the next Business Day, unless Paywiser reasonably suspects fraud and reports the matter to the competent authorities.
   • Consumer Users shall bear losses up to £50 arising from lost or stolen Payment Instruments, except where:
     • Loss was undetectable to the User prior to use, unless fraudulently caused by the User.
     • Loss was caused by Paywiser’s employees, agents, or service providers.
   • Consumers shall bear full loss if unauthorized transactions result from fraud, gross negligence, or willful misconduct.
6. Execution of Payment Orders
   • Payment Orders using Unique Identifiers are considered properly executed if processed according to the identifier provided.
   • Paywiser is not obliged to verify the name of the Account Holder against the Unique Identifier but may refuse execution if discrepancies are detected.
   • Users may request tracing of failed or incorrectly executed transactions, which Paywiser shall undertake free of charge.
7. Fees and Liability
   • Paywiser is responsible for correct charging or refunding of Fees associated with failed or incorrect transactions caused by Paywiser.
   • Paywiser shall not be liable for indirect or consequential losses, only for direct losses.
   • Claims between Payer and Payee are outside the scope of Paywiser’s liability. Users may only claim for Paywiser’s failure or improper performance.
   • Limitations on liability do not apply where prohibited under English law.

Protection of Personal Data and Confidential Information

1. Processing of Personal Data
   • Paywiser processes and stores the User’s personal, transactional, and other relevant data in accordance with:
     • UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018,
     • Electronic Money Regulations 2011 and Payment Services Regulations 2017,
     • These Terms, and
     • Paywiser’s Privacy Policy, available at www.paywiser.uk.
   • The User acknowledges that the Privacy Policy has been made available at the time of online application for opening and maintaining an Account. The User may request the Privacy Policy in paper form or another durable medium.
   • Paywiser shall treat the User’s personal data in a manner that prevents unauthorized access or disclosure, as further detailed in the Privacy Policy.
2. Tax Reporting and International Obligations
   • Account and transaction information may be disclosed to tax authorities in the UK and exchanged with competent authorities in other jurisdictions under international agreements, including CRS and FATCA.
   • The User must notify Paywiser within 90 days of any change affecting tax residency or relevant information, and provide updated self-certification or documentation.
   • Paywiser may assess the User’s status for FATCA compliance. The User must promptly notify Paywiser of changes to circumstances constituting U.S. Indicia (e.g., U.S. citizenship, address, telephone number). Failure to provide requested documentation may result in:
     • Notification to tax authorities of potential U.S. Person status, and
     • Unilateral termination of the contractual relationship with prior written notice.
   • The User shall indemnify Paywiser against any costs, penalties, or damages arising from failure to comply with the provisions of these Terms.
3. Confidential Information
   • During and after the term of this Agreement, each Party may only use the other Party’s Confidential Information for purposes necessary to perform obligations under this Agreement. Disclosure to employees, consultants, or external partners is permitted only on a need-to-know basis.
   • Confidential Information may not be disclosed to third parties without prior written consent of the disclosing Party.
   • Disclosure is permitted if required by law, regulation, or judicial/administrative proceedings.
   • Confidentiality obligations do not apply to information that:
     • Is publicly available through no fault of the receiving Party;
     • Was lawfully known to the receiving Party prior to disclosure;
     • Is received from a third party with a legal right to disclose; or
     • Is independently discovered by employees or contractors who had no access to confidential information.
4. Additional Data Processing Requirements
   • Paywiser may request additional information or documents for compliance with anti-money laundering (AML) and counter-terrorist financing (CTF) obligations.
   • Data will be processed for the duration of the contractual relationship and retained for at least 10 years after termination in accordance with applicable legislation and regulatory requirements.
   • Paywiser may transfer the User’s data to third parties, including:
     • External contractors and partners,
     • Payees, or
     • Competent authorities as required by law.
5. User Acknowledgement
   • The User confirms that they have read and understood the Privacy Policy and shall comply with all provisions therein.
   • More detailed information on Paywiser’s data processing practices is provided in the Privacy Policy at www.paywiser.uk.
   *For full details on how we collect, use, and protect your confidential data, please refer to our Data Protection Policy

Term and Termination of the Contract

1. Term of the Agreement
   • Unless otherwise agreed in writing, the business relationship between Paywiser and the User shall continue for an indefinite period.
2. Termination by the User
   • The User may withdraw from the Contract free of charge within 14 days of entering into the Framework Agreement.
   • After the initial 14-day period, the User may terminate the Agreement at any time by providing at least one (1) month’s written notice to Paywiser.
3. Termination by Paywiser
   • Paywiser may terminate the Agreement by giving two (2) months’ notice to the User, without providing a reason.
   • Paywiser may terminate the Agreement with two (2) months’ notice if the User has not conducted any Payment Transactions for more than twelve (12) consecutive months. Prior to termination on this basis, Paywiser shall notify the User of its intention.
   • Termination by Paywiser may occur immediately (without notice) if Paywiser reasonably suspects or becomes aware that the User:
     • Violates applicable laws or regulations, including those relating to money laundering or terrorist financing;
     • Has provided false or misleading information or documentation, fails to provide requested documents, or fails to keep information up to date;
     • Uses the Services for prohibited activities or for payments related to prohibited activities; or
     • Uses the Services for malicious, unlawful, or unethical purposes.
4. Termination by Agreement
   • The Parties may terminate the Agreement at any time by mutual written agreement.
5. Effects of Termination
   • Termination of this Agreement does not relieve either Party of obligations accrued prior to termination.
   • Where permitted under applicable law, Paywiser will inform the User of the grounds for termination as soon as reasonably possible.

Protection of User’s Rights, Dispute Resolution and Complaints Procedure

• If you believe that Paywiser has not met your expectations in the provision of Services, you should first contact us via our complaints email at [email protected].
• All disputes or complaints relating to the provision of Services under these General Terms and Conditions shall, in the first instance, be addressed and resolved amicably between the User and Paywiser.
• Paywiser maintains internal procedures for handling complaints fairly and promptly in accordance with the Financial Conduct Authority (FCA) requirements. A copy of our complaints procedure is available upon request.
• If you are an eligible complainant and are not satisfied with our final response, you may refer your complaint to the Financial Ombudsman Service (FOS). Eligibility criteria and further information are available at www.financial-ombudsman.org.uk.

Final Provisions

1. Governing Law and Jurisdiction
   • This Framework Agreement, and any disputes or claims arising out of or in connection with it, including non-contractual claims, are governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
2. Publication of Terms
   • These Terms shall be published on Paywiser’s website, www.paywiser.uk.
3. Assignment and Transfer
   • The User may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Paywiser. Paywiser may assign or transfer this Agreement, in whole or in part, by providing the User with at least two (2) months’ prior notice. The User may accept or reject such assignment, following the same procedures as those generally applicable to amendments of these Terms.
4. Electronic Transactions and Signatures
   • The Parties agree that all data, messages, and documents exchanged in electronic form shall have the same validity and evidential value as traditional written documents. Transactions concluded electronically, including via electronic signature or tacit confirmation (e.g., “click”), shall be legally equivalent to handwritten signatures. All electronic documentation relating to Paywiser transactions may be stored in electronic form only.
5. Force Majeure
   • Neither Party shall be liable for non-performance, delayed performance, or incomplete performance of obligations caused by Force Majeure, including but not limited to war, riot, government restrictions, epidemics, natural disasters, labor disputes, or any other event beyond reasonable control.
   • The User must notify Paywiser within ten (10) calendar days of the occurrence of a Force Majeure event. Paywiser will notify Users via the web interface, mobile application, or email.
6. Mistaken Payments
   • The User shall monitor their Account and promptly report any funds credited in error. Such funds must not be used and shall be returned to the account designated by Paywiser. Paywiser may, without further consent, deduct erroneously credited amounts and transfer them to the correct beneficiary.
7. Severability
   • If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be ineffective only to the extent of such invalidity, and the remaining provisions shall remain in full force and effect.
8. Anti-Bribery and Corruption
   • Each Party shall:
     • Comply with all applicable anti-bribery and anti-corruption laws, including the Bribery Act 2010;
     • Maintain adequate internal policies and procedures to ensure compliance;
     • Enforce such policies and procedures as appropriate.
   • Each Party warrants that neither it nor any of its officers or employees:
     • Has been convicted of any offence involving bribery, corruption, fraud, or dishonesty; nor
     • To the best of its knowledge, is under investigation or proceedings for any such offence.

Any breach of these obligations may be treated as a material breach of this Agreement.

These Terms and Conditions shall take effect on 1 September 2025.

Terms and Conditions for Individual Clients – Electronic Money Accounts

1. BACKGROUND

This Agreement: This Agreement is with Paywiser Limited, a company incorporated in the UK (company number: 10677553) with its head office at Timsons Business Centre, Bath Road, Kettering, Northamptonshire, England, NN16 8NQ (hereinafter referred to in this Agreement as “Paywiser”, “we”, “us”). We are an Electronic Money Institution (“EMI”) authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (“EMR 2011”) (register reference 901086) for the issuing of electronic money.

Our relationship with our distributors: A distributor means a person who distributes or redeems electronic money on behalf of an electronic money institution but who does not provide payment services on behalf of the electronic money institution (as “distributor” is defined in the EMR 2011).

2. AGREED TERMS - OUR TERMS

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 sign-on procedures and agree to the terms of this Agreement if you agree to be bound by it. These Terms, together with Paywiser’s policies and procedures (including, but not limited to, operational, safeguarding, and compliance rules), govern the use of the Services. Paywiser reserves the right to update, supplement, or clarify such procedures or policies at its discretion, and such determinations shall be binding on Users, provided they are lawful and reasonable.

INFORMATION ABOUT US AND HOW TO CONTACT US

Who we are?

We are Paywiser Limited, a company incorporated in England and Wales and authorised by the Financial Conduct Authority as an electronic money institution under the Electronic Money Regulations 2011 (FRN 901086).

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.

How to contact us?

All queries should be directed towards Paywiser Limited. You can contact Paywiser Limited using the details set out on www.paywiser.uk.

How we may contact you?

If we have to contact you, we will do so 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.

‘Writing’ includes emails

When we use the words “writing” or “written” in this Agreement, this includes emails.

Regulatory framework

Some of the services we provide are subject to the Payment Services Regulations 2017 (“PSRs 2017”). These Regulations set out the rules for the execution of payment services in the UK and provide certain protections for clients of authorised payment institutions and electronic money institutions.

INTERPRETATION

The definitions set out in these Terms apply in this Agreement as follows:

• “Agreement” means this Agreement and the privacy policy.
• “Consumer” means an individual who, in entering into this Agreement, is acting for a purpose other than a trade, business or profession.
• “Electronic Money” means electronically stored monetary value as represented by a claim against us, issued on receipt of funds, and regulated under the Electronic Money Regulations 2011.
• “Regulations” means the Payment Services Regulations 2017 (SI 2017 No. 752) and the Electronic Money Regulations 2011 (SI 2011 No. 99).
• “Safeguarded Account” means the bank account(s) belonging to us, which are separate from 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, in accordance with the safeguarding requirements of the EMR 2011.
• “Services” means the e-money account services.

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. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time, and reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

TERM AND BECOMING A CLIENT

How can you agree to this Agreement?

You can agree to this Agreement by checking the box online through Paywiser confirming that you agree during the registration process or by otherwise confirming the terms of this Agreement.

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.

3. SERVICES

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. 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.

4. ISSUING ELECTRONIC MONEY TO YOU

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 will be safeguarded in accordance with the Electronic Money Regulations 2011, normally by being held in a segregated account with a UK-authorised credit institution or other permitted safeguarding method. When we issue you with Electronic Money, our 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, lend, or otherwise place them at risk; (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. Instead, it is safeguarded by us in accordance with the requirements of the Electronic Money Regulations 2011. 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 costs incurred, to the last known bank account we have on file for you. We accept no responsibility in the event that you send money to the incorrect account. 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.

5. GENERAL LIMITATION OF LIABILITY

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. 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 these Terms, 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. In accordance with Regulation 77 of the Payment Services Regulations 2017, your liability for unauthorized payment transactions resulting from a lost, stolen, or misappropriated payment instrument is limited to £35, unless you have acted fraudulently or with intent or gross negligence failed to comply with your obligations under Regulation 72 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 such liability may not lawfully be excluded or limited under the laws of England and Wales.

6. COMPLAINTS

If you feel that we have not met your expectations in the delivery of our Services, please contact Paywiser Limited using the complaints contact details set out on www.paywiser.uk. We maintain internal procedures for handling complaints fairly and promptly in accordance with the rules of the Financial Conduct Authority. A copy of our complaints procedure is available upon request. If you are an eligible complainant, you may be entitled to refer your complaint to the Financial Ombudsman Service if you are not satisfied with our final response. Eligibility criteria and information on the procedures involved are available from the Financial Ombudsman Service at www.financial-ombudsman.org.uk.

7. ESTABLISHING YOUR IDENTITY

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 the UK Funds Transfer Regulation (as retained in UK law), it may be necessary to obtain from you, and retain, evidence of your personal identity in our records from time to time. If satisfactory evidence is not promptly provided to us, we cannot accept your instructions. We may keep records of the contents and results of any searches that we carry out on you in accordance with all current and applicable laws. You acknowledge that our carrying out an electronic verification check or, if required, a credit reference agency check may leave a soft footprint on your credit history. We are obliged to report any reasonable suspicions about activities on the electronic accounts to the relevant regulatory or law enforcement 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.

8. TERMINATION

When we may terminate or suspend this Agreement.

We can terminate this Agreement at any time:

• If you breach this Agreement; and/or
• If we reasonably suspect that you are using the Services for any unlawful purposes.

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).

We may terminate this Agreement at any time and for any reason by giving you not less than two (2) months’ written notice.

You may terminate this Agreement. You can terminate this Agreement at any time by notifying us. We may contact you to confirm your request.

9. Effect of Termination

Upon the effective date of termination:

• You will no longer be able to use the Services;
• We shall redeem any Electronic Money we hold for you and transfer the equivalent funds to a bank account in your name, unless otherwise agreed, less any sums properly due and owing to us.

After termination, you may contact us using the contact details set out in these Terms to redeem any Electronic Money you still hold with us.

10. Confidentiality

We undertake that we shall not at any time disclose to any person any of your confidential information, except in the following circumstances:

• 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 these Terms;
• As may be required by law, a court of competent jurisdiction, or any governmental, supervisory or regulatory authority.

How We May Use Your Personal Information

We will only use your personal information in accordance with applicable data protection law, including the UK GDPR and the Data Protection Act 2018, and as set out in our privacy policy which can be found at www.paywiser.uk.

For full details on how we collect, use, and protect your personal data, please refer to our Data Protection Policy.

11. General

Recording of telephone conversations

We may record telephone conversations, with or without the 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 quality control and staff training. We may also retain a record of all emails sent by or to us. All such recordings and records will be maintained at our discretion, will remain our property, and may be relied upon by us in the event of a dispute. We do not guarantee that recordings or records will be maintained or that they will be available to you. You consent to the use and admissibility of any such recording as evidence in any dispute or anticipated dispute between us.

Ensuring this Agreement is legally enforceable

For a contract to be legally enforceable, there must be offer, acceptance, and consideration. This Agreement constitutes our offer to make the Services available to you, and your agreement to its terms constitutes acceptance. Upon becoming a client, you promise to pay us the sum of one Pound sterling, upon demand from us, as consideration.

Delay in enforcement

If we do not immediately require you to comply with any obligation under this Agreement, or if we delay in taking action against you in respect of any breach, that will not prevent us from requiring compliance or taking action at a later date.

Force Majeure

We shall have no liability to you under this Agreement if we are prevented from, or delayed in, performing our obligations by acts, events, omissions or accidents beyond our reasonable control, including, without limitation:

• Strikes, lock outs or other industrial disputes (whether involving us or others);
• Failure of utility services or transport or telecommunications networks;
• Acts of God, war, riot, civil commotion, malicious damage;
• Compliance with any applicable law or governmental order;
• Breakdown of plant or machinery, fire, flood, storm, or the default of subcontractors.

We will notify you of such an event and its expected duration.

Severability

If a court finds part of this Agreement illegal, the rest will continue in force. Each clause and sub-clause of this Agreement operates separately. If any are found unlawful or unenforceable by a court or relevant authority, the remaining provisions will remain in full force and effect.

No Partnership or Agency

Nothing in this Agreement is intended to, or shall be deemed to, create a partnership or joint venture between you and us, or authorise either of us to act as agent for the other. Neither party may bind the other in any way.

Amendments to this Agreement

We may amend this Agreement to comply with any changes in applicable laws and regulations. We will give you as much notice as possible before the changes take effect. If you object to the proposed changes, you may terminate this Agreement without charge before the effective date. You will be deemed to have accepted the amendments unless you notify us and terminate this Agreement prior to that date. Any amendments will not affect rights or obligations that have already arisen.

Joint Clients

Where you comprise two or more persons, each will be jointly and severally liable to us for all obligations under this Agreement.

Access to Copies and Information

You may request a copy of this Agreement and any information required under Schedule 4 of the Payment Services Regulations 2017 at any time before termination of this Agreement.

Transfer of Agreement

We may transfer our rights and obligations under this Agreement to another organisation without your consent. We will notify you in writing if this happens and will ensure that the transfer does not affect your rights under this Agreement.

You may only transfer your rights or obligations under this Agreement to another person if we agree in writing.

No Third Party Rights

This Agreement is between you and us. No other person shall have any rights to enforce its terms.

Applicable Law and Legal Proceedings

This Agreement is governed by the laws of England and Wales. If you are resident in Scotland or Northern Ireland, you may bring legal proceedings in respect of the Services in the courts of your home jurisdiction or in the English courts.

Supplementary provisions for users of the online interface

1. Preamble

• These provisions (“Supplementary Provisions”) apply to the online interface that can be reached through www.paywiser.uk (the “Online Interface”) in addition to the respective applicable conditions of use.
• The Online Interface primarily serve to administer your Paywiser virtual account, which makes it possible to process transactions.
• In addition, we use the Online Interface to market our own services and products, and will continually build up this product range in cooperation with further partners.

2. Object of regulation

• These Supplementary Provisions apply to the services and products offered by Paywiser. Furthermore, we would like to inform you about what personal data we collect, process and use.
• The contract between you and Paywiser comes into existence when we make it possible for you to log in to the Online Interface (acceptance) according to the required data you give when registering (offer).
• Upon activation by us, a contract between you and Paywiser comes into existence on the basis of these Supplementary Provisions.
• Before giving your offer, you have the opportunity, using the Back button on your browser or smartphone/tablet, as well as using control elements on the website, to change the data entered, or to completely abort the registration.
• Your contract with us will be concluded in the UK.
• You have the opportunity to call up the contractual provisions, inclusive of these Supplementary Provisions, when concluding the contract, and to store them in reproducible form. No separate storage of the contract text will be done by us.

3. Functionality

• The Online Interface serve for administration of the current account offered by us as well as for the rendering of any other services agreed to with you.
• The Online Interface are 99% available.
• Availability indicates, with reference to the term of one (1) contractual year, the relation of the timeframe in which you were able to use the software through an existing Internet connection (plus the timeframe for which access on the basis of planned maintenance works or disturbances was not possible, which lay beyond the influence of Paywiser, such as disturbances in the Internet or disturbances in an app store), in relation to the length of the total contractual year.
• The Online Interface is protected by the intellectual property laws, such as copyright law and trademark law. These rights in relation to you are exclusively reserved to us.
• We grant you, exclusively to fulfil the purpose of our contractual relationship with you, the limited, non-exclusive, non-transferable and sub-licensable right, restricted to the period of your contractual relationship with us, to use the Online Interface in accordance with the provisions. The right of use expires upon expiration of the term of the contract.
• The User is not entitled to:
  • Rent, lease, lend, reproduce, resell or distribute the Online Interface, or access to them;
  • Use the Online Interface for the development of other services;
  • Activate or use the functionalities of the Online Interface for which no rights of use have been granted;
  • Assign the usage rights to third parties, or grant third parties access to the Online Interface;
  • Alter, translate, reproduce, or decompile the source code of the Online Interface, or investigate the functions thereof, outside of what may be legally mandatory;
  • Remove, conceal or alter legal information, in particular concerning industrial property rights or copyrights of Paywiser.

4. Duties of the user

• When using the Online Interface, you are not allowed to perform any illegal actions or breach any applicable laws, including, for example but not limited to:
  • Infringe industrial property rights, copyrights or intellectual rights of third parties;
  • Make defamatory, racist or offensive statements, or undertake such actions;
  • Transmit contents which contain viruses, Trojan horses, spyware, adware, malware or other damaging or harmful programmes;
  • Distribute unwanted advertising (spam) or any other form of nuisance.

5. Compensation

• Compensation for our products and services can be found on the price list, which can be retrieved via the Paywiser website.
• Provided nothing else is specified, no compensation will be due for the use of the Online Interface.

6. Data protection

• Responsible authority: The responsible authority for the processing of your personal data in connection with the App and the Online Interface and the usages described in these Terms, as well as in connection with any further products and/or services, is Paywiser.
• Collection, processing and use of your personal data:
  • We collect, process and use your personal data in harmony with the applicable statutory provisions.
  • All of the personal data collected, processed, and used under our responsibility are stored exclusively for the purpose of fulfilling our contractual relationship with you, and not longer than is required for this purpose.

7. Handling and review of your data; right to information; questions on data protection

• At any time, you can view your personal data in the Online Interface.
• You can also subsequently change your own password. In order to modify or change further personal data, please get in touch with our Customer Support department: [email protected].
• Further, you can at any time demand information about the personal data stored which relates to you personally, as well as its origin and recipients and the purpose for which it is being stored.
• You can reach us using the aforementioned contact data.
• Questions, suggestions and notes on data protection can also be directed to the contact data mentioned there.
• Otherwise, for the collection, use and processing of personal data, the Paywiser data privacy policy applies.

8. Term of contract; Termination

• Your contractual relationship with us runs indefinitely.
• It ends automatically with the end of your contract for the current account offered by us and administered with the Online Interface, if nothing else has been agreed to with you.
• With the end of our contractual relationship with you, all of the rights of use granted to you in accordance with these Supplementary Provisions likewise end.
• End User’s right of termination: The termination rights of the Customer. Basic Rules Governing the Relationship Between the Customer and the Bank are taken as agreed.
• Termination right of Paywiser: The termination rights of the Bank, Basic Rules Governing the Relationship Between the Customer and the Bank are deemed to have been agreed.

9. Liability

• We shall be liable without restriction for damages arising from injury to life, limb or health, which rests on a breach of duty by us, a legal representative, or auxiliary of us, which are caused by the absence of guaranteed quality by us or malicious behaviour on the part of us, as well as for damages that were caused by premeditation or gross negligence on the part of us or of a legal representative or auxiliary of us.
• In the event of a breach of significant contractual duties due to gross negligence, we shall be liable except in the cases listed in these Terms, with the amount to be limited to foreseeable damages typical under the contract.
• Significant contractual duties are abstractly those duties whose fulfilment makes it possible in the first place to implement a contract in orderly fashion, and upon whose observance the contractual parties may regularly rely.
• Liability under the product liability law remains unaffected.
• Otherwise liability on the part of Paywiser is excluded.

10. Set-off

• You can only set off our claims with undisputed or legally established counter-claims.

11. Amendment of the supplementary provisions

• Paywiser may amend these Supplementary Provisions, including the price list and other conditions, to reflect legal, regulatory, or operational changes, or to improve services.
• We will notify you of any proposed amendment via email or through the Online Interface prior to its effective date.
• Amendments will become effective unless you object to them in writing before the effective date. If you do not accept the changes, you may terminate your use of the Online Interface in accordance with the termination provisions set out in these Terms.
• Any amendment will not adversely affect your accrued rights or obligations prior to the effective date.
• By continuing to use the Online Interface after the effective date of the amendment, you are deemed to have accepted the changes.

12. Applicable law

• This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
• If you are resident in Scotland or Northern Ireland, you may bring legal proceedings in respect of the Services in the courts of your home jurisdiction or in the courts of England and Wales.

UK – Paywiser Banking T & C

General terms and conditions – Paywiser virtual bank accounts

1. Scope of application

• These General Terms and Conditions (“AGB”) are applicable for all the banking services of Paywiser Limited (“Paywiser”, “we”), which you (“End user”, “You”) can use via the online interface provided by Paywiser that can be accessed under https://banking.paywiser.com (“Online Interface”).
• These Terms, together with Paywiser’s policies and procedures (including, but not limited to, operational, safeguarding, and compliance rules), govern the use of the Services. Paywiser reserves the right to update, supplement, or clarify such procedures or policies at its discretion, and such determinations shall be binding on Users, provided they are lawful and reasonable.
• The supplementary terms of use, which you can view below, are applicable for the use of the Online Interface (“End Customer interfaces”).

2. Object of service

• The object of service is the maintenance of a virtual bank account (“Account”).
• You can operate and manage the account via the end Customer interfaces.
• The prerequisite is an internet connection and a web browser which fulfills the respective minimum requirements for the operating system.
• Paywiser reserves the rights to upgrade the banking platform to enhance system functions, usability, and remove any system bugs.
• The current account contract includes the following services in detail:
  • Account Management
  • Transfers
  • Standing Orders/Debit Orders
  • Mastercard or UPI International cards linked to the virtual bank account
• The account is used for processing payment transactions and card revenues from the linked (virtual) MasterCard or UPI International cards.
• The credit balance on the account is payable on a daily basis.
• The account is managed on a current account (“open account”) basis and as a credit account.
• There is no overdraft facility on the accounts or cards provided by Paywiser.
• The transaction limits are defined by Paywiser, with changes agreed separately with you.
• You will not receive any interest on the account balance.

3. Account opening

• You can open an account if you are at least 18 years old, have an internet browser and access to the internet, and reside in one of the countries supported by Paywiser.
• Opening multiple accounts is not permitted.
• Accounts are only for natural persons.
• If business turnover is transacted via a private account, Paywiser may terminate the account with notice.
• To open an account via online interface, visit https://banking.paywiser.com.
• Registration is required and can be performed electronically.
• Submitting an electronic account opening application constitutes a binding offer to conclude a contract with Paywiser.

4. Identity verification, conclusion of contract

• We are legally obliged to verify your identity before account opening.
• Identification documents for personal and business accounts must be provided.
• Personal identification checks may be carried out by our employees.
• A contract is concluded when Paywiser confirms that an account has been set up for you, via SMS, email, or other direct communication.

5. Language of contract and communication

• English is the language of the contract and communication.
• Information or declarations concerning your contractual relationship should be sent to:
  • Email: [email protected]
  • Phone: +44 153 6419 879
  • Address: Timsons Business Centre, Bath Road, Kettering, Northamptonshire, England, NN16 8NQ
• Always use your registered email for legally binding declarations.

6. Use of account

• We identify you as an authorized account holder using payment authentication instruments.
• Linked smartphone as authentication instrument:
  • A smartphone linked to your account with a personalized security feature is used for authentication.
  • Payment transactions can only be released using this combination.
• Personalized security features:
  • A unique combination of email address and password plus OTP for transaction authorization.

7. Non-disclosure of personalized security features; secure storage of authentication instrument

• Maintain secrecy concerning your security features and safely store your authentication instrument.
• Protection from access by third parties is required.

8. Costs and payment

• Fees are calculated monthly and debited at the end of each month unless otherwise stated.
• Account Fee:
  • Monthly account fees are automatically deducted.
  • Transaction-related fees are deducted at the time of transaction.
  • Negative account balances may occur if funds are insufficient.
  • Month is counted as 30 days, year as 360 days.

9. Costs for mobile radio and data transfer

• Additional costs may occur depending on your telecommunication provider tariff.
• Costs must be borne by you and invoiced by the provider.

10. Disclosure and notification obligations

• Correctly notify personal data changes (name, address, date of birth, phone number, email).
• Immediately report loss, theft, misuse, or unauthorized use of authentication instrument or security features.
• Contact information is available in the Paywiser Support section on the website.

11. Blocking of the account and the card

• Blocking of the account:
  • Paywiser may block or limit access if unauthorized use is suspected.
  • Notification will be sent via email or SMS.
  • Block removed when reasons no longer exist.
• Blocking of the card:
  • Users can block/unblock their card via end user interfaces.
  • Reporting a card stolen triggers permanent deactivation and a new card will be issued.
  • Customer support can block the card upon authentication.

12. Data protection and bank secrecy

• Registration, processing, and use of personal data comply with applicable data protection laws and bank secrecy.
• Further details are available in the Paywiser data privacy policy.

13. Changes to these General Terms and Conditions (“AGB”)

• Information on changes to these Terms and special conditions will be sent via email prior to the effective date.
• Changes only become effective with the Customer’s consent.

14. Applicable law

Agreement is governed by the laws of England and Wales. If you are resident in Scotland or Northern Ireland, you may bring legal proceedings in respect of the Services in the courts of your home jurisdiction or in the English courts.