Terms and Conditions

1. GENERAL TERMS AND CONDITIONS - CORPORATE

Under an agreement with Neoflow Limited, (“ProgrammePartner”) We provide You with access to card and payment services. TheProgramme Partner acts as a programme partner and is not a regulated financialservices provider. You may have a separate agreement with the Programme Partnerthat governs your relationship with them. We are not a party to that agreementand are not responsible for its terms or performance.

  1. These Terms
           
       
    1. These Equals Money General Terms and Conditions (the "Terms")      form a legal agreement between Equals Money PLC, Equals Money UK Limited,      Equals Money International Limited, and Equals Money Europe SA (together,      "Equals Money", "us" or "we");      and you or the entity you represent ("you" or "your"),      for the purpose of providing you with our Services.
    2.  
    3. These Terms apply from the date you first access or use the      Services (the "Commencement Date") and govern your use      of the Services.
    4.  
    5. By you using the Services, you confirm that you accept and      agree to these Terms. If you do not agree to these Terms, you may not use      the Services.
    6.  
    7. If you are based in the UK, you are a  "UK      Customer". If you are a UK Customer, the provider of the      Services under these Terms shall be Equals Money PLC, Equals Money UK      Limited and/or Equals Money International Limited (as notified to you      from time to time).
    8.  
    9. If you are based in the European Economic Area ("EEA"),      you are an "EEA Customer". If you are an EEA Customer,      the provider of the Services under these Terms shall be Equals Money      Europe SA. 
    10.  
    11. If you are based outside of the UK and the EEA, you are a      "Rest of World (ROW) Customer". If you are a ROW      Customer, the provider of the Services under these Terms shall be Equals      Money PLC, Equals Money UK Limited, Equals Money International Limited      and/or Equals Money Europe SA, as notified to you from time to time.
    12.  
    13. We may subcontract our obligations under these Terms to third      parties as permitted under Applicable Laws. 
    14.  
    15. You should download a copy of these Terms for future      reference. You can always download a copy of the most current version of      these Terms from our website. You can also request a copy of these Terms      from us at any time.
  2.  
  3. Definitions
           
       
    1. Capitalised terms that are not otherwise defined in these      Terms have the meanings given below unless the context otherwise      requires.

"Account Details"

has the meaning given in Section 11.5 ofthese Terms.

"Additional Services"

means the services described in Section 4.1of these Terms.

"AML Laws"

means the UK Money Laundering, TerroristFinancing and Transfer of Funds (Information on the Payer) Regulations 2017, asamended, Belgian Act of 18 September 2017 on the Prevention of Money Launderingand Terrorist Financing and on the Restriction of the Use of Cash, as amended,the U.S. Foreign Corrupt Practices Act, as amended, the Canadian Corruption ofForeign Officials Act, as amended, any U.K. anti-corruption laws (including theBribery Act 2010) and any Belgian anti-corruption laws (including the Act of 4July 1989 on Limitation and Control of Election Expenditure for elections tothe Chamber of Representatives, Financing and Open Accounting of PoliticalParties).

"Applicable Laws"

means any applicable law, regulation, rule,policy, judgment, decree, order or directive, at a state or local level,including, without limitation, AML Laws, Sanctions Laws, any regulatoryguidelines or interpretations or regulatory permits and licenses issued bygovernmental or regulatory authorities having jurisdiction over you or us, thatare applicable to you or us or your or our business or which either you or usare otherwise subject to, in each case in force from time to time.

"Authorised User"

has the meaning given in Section 10.1 ofthese Terms.

"Business Day"

means:

(i) if you are a UK Customer or ROWCustomer, a day other than a Saturday, Sunday or public holiday in England onwhich banks are open for normal banking business in London, United Kingdom; or

(ii) if you are an EEA Customer or ROWCustomer, a day other than a Saturday, Sunday or public holiday in Belgium onwhich banks are open for normal banking business in Brussels, Belgium.

"Card"

means Mastercard and/or Visa branded cardsissued to you in accordance with the Card Service Terms.

"Card Service"

has the meaning given in Section 4.1.1 ofthese Terms.

"Card Service Terms"

means the terms applicable to the CardService set out in Schedule 1.

"Card Transaction"

has the meaning given in the Card ServiceTerms.

"CHAPS"

means the Clearing House Automated PaymentSystem in the UK.

"Commencement Date"

has the meaning given in Section 1.2 ofthese Terms.

"DD Information"

has the meaning given in Section 6.1 ofthese Terms. 

"EEA Customer"

has the meaning given in Section 1.5 ofthese Terms. 

"EEA Terms"

means the terms set out in Annex B of theseTerms. 

"Electronic Money Regulations 2011"

means the UK Electronic Money Regulations2011 (Statutory Instrument 2011/99) as amended from time to time.

"Equals Money Platform"

means the technology platform through whichyou can access and use the Services.

"EU"

means the European Union. 

"EUR"

means Euro, the official currency of theEurozone.  

"Eurozone"

means those member states of the EU thathave adopted EUR as their official currency.  

"Faster Payments"

means the Faster Payments Service forelectronic sterling payments in the UK.  

"Fee Changes"

has the meaning given in Section 9.4 ofthese Terms.

"Fees and Charges"

means the fees and charges applicable tothe Services as set out in Annex C of these Terms.

"FSCS"

has the meaning given in Annex A of theseTerms. 

"Funding Method"

means each of the methods for adding fundsto your Payment Account that we allow from time to time.

"FX Conversion"

has the meaning given in the FX ServiceTerms.

"FX Service"

has the meaning given in 4.1.2 of theseTerms.

"FX Service Terms"

means the terms applicable to the FXService set out in Schedule 2.

"FX Transaction"

has the meaning given in the FX ServiceTerms.

"GBP"

means British pounds sterling, the officialcurrency of the UK.

"Insolvent"

means, in respect of a person (includingfor the avoidance of doubt a corporate person), that that person is unable topay its debts as defined in s.123 (1) or (2) of the Insolvency Act 1986 EXCEPTTHAT in the interpretation of this definition: (i) the words "it isproved to the satisfaction of the court that" in subsections (1)(e) and(2) of section 123 shall be deemed to be deleted; and (ii) a person shall notbe deemed to be unable to pay its debts if any demand under section 123(1)(a)or section 268(1)(a) is being person in good faith by such person and suchperson has adequate funds to discharge the amount of such demand or if any suchdemand is satisfied before the expiration of twenty-one (21) days from the dateon which it is made.

"Intellectual Property"

means all patents, patentable rights,copyright, design rights, utility models, trade marks (whether or not any ofthe above are registered), trade names, rights in domain names, rights ininventions, rights in data, database rights, rights in know-how andconfidential information, and all other intellectual and industrial propertyand similar or analogous rights existing under the laws of any country and allpending applications for and right to apply for or register the same (present,future and contingent, and including all renewals, extensions, revivals and allaccrued rights of action).

"Large Corporate"

has the meaning:

(a) given in the UK Terms (Annex A) if youare a UK Customer or ROW Customer; or

(b) given in the EEA Terms (Annex B) if youare an EEA Customer.

"Mastercard"

means Mastercard International.

"NBB"

means the National Bank of Belgium or anysuccessor or replacement body.

"Network"

means any scheme governing the issuance,use and acceptance of a Payment Method.

"Network Rules"

means all applicable rules and regulationsof Networks and operating guidelines, policies, procedures, manuals,announcements, bulletins and other requirements issued by the Networks fromtime to time.

"Payment Account"

means a payment account provided to you inaccordance with these Terms.

"Payment Method"

means any Card or alternative (i.e.non-card) payment method used to carry out payments.

"Payment Request"

has the meaning given in 13.1 of theseTerms.

"Personal Data"

any information about or relating to anidentified or reasonably identifiable individual, including any informationthat falls within the meaning of “personal information” or “personal data” inthe General Data Protection Regulation (EU) 2016/679 or the Data Protection Act2018, including some or more of an individual’s name, mobile phone number,address, date of birth, citizenship, place of birth, email addresses, identitydocuments (and their details), credit reference data, employment data,alternative phone numbers, social accounts, instant message addresses, deviceand fingerprint characteristics (whether collected using internal or thirdparty applications) and any other details as agreed from time to time.

“Programme Partner Platform”

means the technology platform through whichyou can access and use the Services.

"PSD2"

means Directive (EU) 2015/2366 of theEuropean Parliament and of the Council of 25 November 2015 on payment servicesin the internal market.

"PSRs"

means the UK Payment Services Regulations2017 (Statutory Instrument 2017/752) as amended from time to time.

"Regulatory Authority"

means any governmental or regulatoryauthority, and/or any self-regulatory authority, governmental department,agency, commission, board, tribunal, crown corporation, or court or other law,rule or regulation making entity having jurisdiction over any of us or youand/or our businesses or any part or subdivision thereof in any territory inwhich the Services are made available or any local authority, district or othersubdivision thereof (including any Tax Authority and, in respect of the UnitedKingdom, the Financial Conduct Authority, the Office of Fair Trading, theOffice of the Information Commissioner and in respect of Belgium, the NBB) andany body which succeeds or replaces them.

"Reversal"

ROW Customer

means the reversal, return or claw back forany reason of funds received by you including where initiated by you inrelation to funds added by you to your Payment Account with a Funding Method.

has the meaning given in Section 1.6 ofthese Terms.

"Sanctions Laws"

means any economic sanctions laws,regulations, embargoes or restrictive measures including the Sanctions Listadministered, enacted or enforced by: (i) the United States government; (ii)the United Nations; (iii) the European Union; (iv) Belgium; (v) the UnitedKingdom; or (vi) the respective governmental institutions and agencies of anyof the foregoing, including without limitation, the Office of Foreign AssetsControl of the US Department of Treasury ("OFAC"), the UnitedStates Department of State, and Her Majesty's Treasury (together "SanctionsAuthorities").

"Sanctions List"

means the "Specially DesignatedNationals and Blocked Persons" list issued by OFAC, the Consolidated Listof Financial Sanctions Targets issued by Her Majesty's Treasury, or any similarlist issued or maintained or made public by any of the Sanctions Authorities.

"Security Credentials"

means any password, PIN, access code,answer to security questions or similar that enables you to use or access theServices or the Equals Money Platform, or verify your, or an Authorised User's,identity to us.

"SEPA"

means the Single Euro Payment Area.

"Service Provider"

means the entity identified as the ServiceProvider in the relevant Service Schedule.

"Service Schedule"

means each service schedule attached to,and forming part of, these Terms.

"Services"

means the Services we provide in accordancewith these Terms including (unless the context otherwise requires) anyAdditional Services you have been approved for.

"Supported Currency"

means a currency in which a Payment Accountmay be denominated and in which we allow you to make payments or FXTransactions from time to time.

"Tax" or "Taxes"

"Tax Authority"

means any tax, levy, impost, duty or othercharge, fee, deduction or withholding of a similar nature,  and anypenalty, surcharge or interest payable in connection with the failure to pay,or delay in paying, any of these.

means any authority or person, whether ofthe UK, part of the UK or elsewhere, competent to impose, assess or collect anyTax.

"UK"

means the United Kingdom of Great Britainand Northern Ireland.

"UK Customer"

has the meaning given in Section 1.4 ofthese Terms. 

"UK Terms"

"VAT"

"Visa"

means the terms set out in Annex A of theseTerms. 

means any Tax in the nature of goods andservices tax, consumption tax, supply or value added tax,, sales and use tax,goods and services tax (GST) turnover tax, business tax (including grossreceipts or gross business receipt tax) or any similar Tax in any jurisdiction.

means Visa Europe Limited.

  1. Unless the context otherwise requires, use of the singular     includes the plural and vice versa.
  2. A reference to a statute or statutory provision is a reference     to it as amended, extended or re-enacted from time to time.
  3. References to you or Equals Money will include any successors,     permitted assignees or transferees unless stated otherwise.
  1. Use of the Services
            
       
    1. Equals Money will provide the Services in accordance with      these Terms.
    2.  
    3. If you are a UK Customer, the UK Terms (Annex A) apply to the      Services.
    4.  
    5. If you are a UK Customer, the provider of the Payment Account      and related payment services in accordance with these Terms shall be      Equals Money PLC, Equals Money UK Limited and/or Equals Money      International Limited (as notified to you from time to time).
    6.  
    7. If you are an EEA Customer, the EEA Terms (Annex B) apply to      the Services.
    8.  
    9. If you are an EEA Customer, the provider of the Payment      Account and related payment services in accordance with these Terms is      Equals Money Europe SA.
    10.  
    11. If you are a ROW Customer, the UK Terms (Annex A) apply to the      Services, unless notified to you otherwise from time to time.
    12.  
    13. If you are a ROW Customer, the provider of the Payment Account      and related payment services in accordance with these Terms can be Equals      Money PLC, Equals Money UK Limited, Equals Money International Limited      and/or Equals Money Europe SA, as notified to you from time to time.
    14.  
    15. Subject to Section 3.9 of these Terms, you may use the      Services and any relevant Additional Services from the Commencement Date.
    16.  
    17. You may not use the Services unless and until you have      provided us with any DD Information we have requested in accordance with      Section 6 of these Terms.
  2.  
  3. Additional Services
       
       
       
    1. If you have been approved to receive any of the following      additional services ("Additional Services"), the      applicable Service Schedule shall apply in addition to these Terms:
           
           
         
      1. the "Card Service" – the issuance of       Cards and related payment services in accordance with the Card Service       Terms; and
      2.  
      3. the "FX Service" – the provision of spot FX       transactions and FX forward transactions in accordance with the FX       Service Terms.
      4.  
    2.  
  4.  
  5. Service Schedules and Order of Precedence
       
       
       
    1. The Service Schedules set out additional terms that apply to      particular Additional Services. If these Terms conflict with any      provision of a Service Schedule, the provision of the Service Schedule      shall prevail, but only in relation to the particular Service to which      that Service Schedule applies. Otherwise, these Terms shall prevail.
    2.  
    3. The UK Terms (Annex A) set out additional terms that apply if      you are a UK Customer. If these Terms or the terms of a Service Schedule      conflict with any provision of the UK Terms (Annex A), the provision of      the UK Terms (Annex A) shall prevail.
    4.  
    5. The EEA Terms (Annex B) set out additional terms that apply if      you are an EEA Customer. If these Terms or the terms of a Service      Schedule conflict with any provision of the EEA Terms (Annex B), the      provision of the EEA Terms (Annex B) shall prevail.
    6.  
    7. The UK Terms (Annex A) set out additional terms that apply if      you are a ROW Customer unless notified to you otherwise from time to      time. If these Terms or the terms of a Service Schedule conflict with any      provision of the UK Terms (Annex A), the provision of the UK Terms (Annex      A) shall prevail.
  6.  
  7. Due Diligence Information
       
       
       
    1. You shall provide us with any information "DD      Information" we request from time to time for the purposes of      conducting customer due diligence checks and/or ongoing monitoring as      required under Applicable Laws. This will include, but is not limited to,      any information we require to verify your identity and source of funds in      accordance with AML Laws and any Personal Data you provide as part of      this process shall be held in accordance with Applicable Laws.
    2.  
    3. You shall notify us of any changes to DD Information as soon      as reasonably practicable.
    4.  
    5. You agree that we may provide DD Information to Networks or      other third parties for the purposes of complying with Network Rules or      Applicable Laws.
    6.  
    7. You agree that your failure to comply with this Section 6 will      be a material breach of these Terms and we shall have the right to      terminate these Terms.
  8.  
  9. Our obligations

We shall provide the Services and theAdditional Services in accordance with these Terms and the terms of anyapplicable Service Schedule, Applicable Laws and the Network Rules.

  1. Your obligations
       
       
       
    1. You shall at all times comply with:
           
           
         
      1. these Terms and the terms of any applicable Service Schedule;
      2.  
      3. Applicable Laws; and
      4.  
      5. the Network Rules.
      6.  
    2.    
    3. You shall pay the Fees and Charges when they become      due.  
    4.  
    5. You acknowledge and agree that if you do not do so, this shall      be a material breach of these Terms and we shall have the right to      terminate these Terms.
  2.  
  3. Fees and Charges
       
       
       
    1. The Fees and Charges applicable to the Services are set out in      Annex C of these Terms.
    2.  
    3. We may refuse to process your transaction(s) or provide any      other Services to you until we have received the Fees and Charges from      you (or any other amount due and payable to us).
    4.  
    5. You agree that we are authorised to deduct our Fees and      Charges, any applicable Reversal amounts, or any amounts you owe us from      your Payment Account. If you do not have sufficient funds in your Payment      Account to cover these amounts, we may refuse to execute pending or      future transactions or provide any Services to you and we may deduct      funds sent to us for Services in the future. 
    6.  
    7. We may, in our absolute discretion, waive, amend or increase      our fees or introduce new fees from time to time ("Fee Changes")      and we reserve the right to make Fee Changes at any time. 
  4.  
  5. Authorised Users
       
       
       
    1. You may appoint authorised users (each an "Authorised      User") to use and access information about the Services under      these Terms on your behalf. For the avoidance of doubt, an Authorised      User may include a legal entity, as well as a natural person, provided      that you notify us of such Authorised Users and any designated      signatories in accordance with Section 10.2.
    2.  
    3. You must notify us of each Authorised User and any designated      signatories for such Authorised Users by taking the relevant steps as      shown on the Equals Money Platform.
    4.  
    5. You must inform us promptly if any detail previously provided      about an Authorised User changes or is incorrect.
    6.  
    7. You shall ensure that your Authorised Users comply with these      Terms and the terms of any applicable Service Schedule, and you shall be      responsible for any acts or omissions of your Authorised Users.
    8.  
    9. You agree that your Authorised Users may give instructions to      us in relation to the Services on your behalf and that we may rely on      instructions given by Authorised Users unless and until you notify us in      writing that such Authorised User is no longer authorised to do so.
  6.  
  7. Your Payment Account
       
       
       
    1. Opening a Payment Account. You may      request a Payment Account by either following the steps set out on the      Equals Money Platform or on the Programme Partner Platform as applicable.
    2.  
    3. We may refuse to open a Payment Account for you or close,      suspend or otherwise limit your access to your Payment Account if we are      unable to verify, or you fail to provide, any information we have      requested in accordance with the Terms, or the information you have      provided is not correct, or we are required to do so by Applicable Laws      or Regulatory Authority.
    4.  
    5. Your Payment Account allows you to:
           
           
         
      1. hold funds;
      2.  
      3. spend, transfer, and receive funds; and
      4.  
      5. convert funds from one Supported Currency to another       Supported Currency.
      6.  
    6.    
    7. You acknowledge and agree that:
           
           
         
      1. you shall not earn any interest on the funds you hold in your       Payment Account;
      2.  
      3. you shall only hold funds in Supported Currencies;
      4.  
      5. you shall only hold funds that belong to you in your Payment       Account; and
      6.  
      7. you shall not place a charge or any other form of security       over funds held in your Payment Account.
      8.  
    8.    
    9. Account Details. We will provide      you with details ("Account Details") via the Equals      Money Platform that allow you or a third party to send funds to your      Payment Account. 
    10.  
    11. Suspension of your Payment Account.      We may suspend your Payment Account or otherwise restrict its      functionality if we are required to do so by Applicable Laws, any      Regulatory Authority or, our commercial partners or our service providers      including, but not limited to, payments or banking services providers, or      we reasonably suspect:
           
           
         
      1. the security of your Payment Account has, or is likely to be,       compromised;
      2.  
      3. fraudulent or unauthorised use of your Payment Account; 
      4.  
      5. you have breached these Terms.
      6.  
    12.    
    13. We will notify you if we take any action under Section 11.6      unless we are prevented from doing so under Applicable Laws or to do so      would compromise our security measures.
  8.  
  9. Adding money to your Payment Account
       
       
       
    1. You may add funds to your Payment Account with a Funding      Method by following the relevant instructions on the Equals Money      Platform Programme or the Programme Partner Platform as applicable.
    2.  
    3. You are responsible for any fees or charges charged by a third      party in relation to your use of a Funding Method to add funds to your      Payment Account. We will only credit the amount we receive from a Funding      Method to your Payment Account.
    4.  
    5. We may place limits on the amount of funds you can hold in      your Payment Account or the amount that may be added with a particular      Funding Method from time to time.
    6.  
    7. We will generally credit funds to your Payment Account when we      receive them. The provider of your Funding Method is responsible for      transferring funds to us.
    8.  
    9. We may refuse to credit or delay the crediting of funds to      your Payment Account in accordance with Applicable Laws.
    10.  
    11. We may occasionally credit funds to your Payment Account      before we receive funds, but we have no obligation to do so.
    12.  
    13. If we have credited funds to your Payment Account in      accordance with Section 12.6 and we do not receive the funds, we may      debit this amount from your Payment Account.
    14.  
    15. If we debit your Payment Account in accordance with Section      12.7 and this results in a negative balance on your Payment Account, you      agree that such amount as is required to return your Payment Account to a      positive or zero balance shall be recoverable by us as a debt and such      debt shall be immediately due and payable by you to us.
    16.  
    17. If you use a Funding Method that gives you a right to initiate      a Reversal (e.g. a chargeback right for a card payment) to add funds to      your Payment Account, you agree that you shall not exercise any such      right unless:
           
           
         
      1. we have breached these Terms; or
      2.  
      3. you did not authorise the transaction.
      4.  
    18.    
    19. Where permitted under Applicable Laws, you agree that we may      charge you a fee of GBP 30 if we need to investigate or take other      actions in relation to a Reversal.
  10.  
  11. Payments
       
       
       
    1. Payment Requests. You may instruct      us to make a payment (a "Payment Request") by following      the relevant instructions and providing the requested information as      prompted in the Equals Money Platform or in the Programme Partner      Platform.
    2.  
    3. If you submit a Payment Request after 5pm on a Business Day or      on a day that is not a Business Day (e.g., a weekend or bank holiday),      your Payment Request will be deemed to be received on the next Business      Day.
    4.  
    5. Payment Requests for payments that are to be executed at a      future date will be deemed to be received on the date on which you      request the payment to be made.
    6.  
    7. We may decline a Payment Request for any reason in accordance      with Applicable Laws. We may provide our reason for declining a Payment      Request unless we are prevented from doing so under Applicable Laws.
    8.  
    9. We may delay the execution of a payment in accordance with      Applicable Laws if, without limitation, we need to confirm that the      payment has been authorised by you or we require further information from      you.
    10.  
    11. Execution of Payments. Once we      have received your Payment Request, we will start to execute your payment      immediately in accordance with the relevant Payment Request. 
    12.  
    13. We will only execute payments if you have sufficient funds in      your Payment Account for the amount of the payment and any Fees and      Charges or any other fees, charges or other amounts that you owe us under      these Terms.
    14.  
    15. We may place limits on the types, value and number of payments      you can make from time to time.
    16.  
    17. Completion of Payments. We shall      provide the estimated completion time of payments when you make a Payment      Request in accordance with Section 13.1.
    18.  
    19. We will use reasonable efforts to ensure that your payment is      received by the payee within the timeframe notified to you. However, you      acknowledge and agree that we cannot control how long it takes for the      payee's payment provider to credit or otherwise make available funds to      the payee.
  12.  
  13. Currency Conversions

If you wish to fund a payment in adifferent Supported Currency to the Supported Currency in which the paymentwill be made, we will perform the currency conversion for you in accordancewith the FX Service Terms.

  1. Finality of Payments

When you make a payment, the settlement andpayout to the payee are final and irrevocable unless otherwise provided for inthese Terms or as provided for under Applicable Laws.

  1. Information on Payments

Records of your transactions will beavailable in the Equals Money Platform or in the Programme Partner Platform asapplicable. You should check your records regularly and notify us immediately(and in any event no later than thirteen (13) months) to report any: (i)suspected or actual unauthorised payment; (ii) incorrectly initiated orexecuted payments such as those having not been executed, or having beenexecuted late, or where the amount of the payment or the payee is incorrect;(iii) concerns about certain charges and interest you are liable to pay as aresult of such transactions; or (iv) other security concerns regarding theEquals Money Platform or the Programme Partner Platform as applicable.

  1. Unauthorised Payments
       
       
       
    1. Subject to other provisions of this Section 17, if we become      aware of an unauthorised payment, we will refund you as soon as      practicable and, except as otherwise permitted by the PSRs, no later than      the Business Day after we become aware of the unauthorised payment, and      restore you to the position you would have been in if the unauthorised      payment had not taken place.
    2.  
    3. We will have no liability for losses you incur arising from an      unauthorised payment which you do not notify us of within three (3)      months of the date of the Payment.
    4.  
    5. You will be liable for any losses arising out of an      unauthorised payment if:
           
           
         
      1. we have reasonable grounds to suspect fraudulent behaviour by       either you or your Authorised Users; or 
      2.  
      3. where you or your Authorised Users have with intent or gross       negligence failed to notify us of:
             
             
             
        1. the loss, theft, or misappropriation of your Card or        Security Credentials; or
        2.    
        3. the unauthorised payment(s).  
        4.  
      4.    
    6.    
    7. Notwithstanding Section 17.1 of these Terms, you shall be      liable for up to GBP 35 if you are a UK Customer or EUR 50 if you are an      EEA Customer (or any other such amount permitted under Applicable Laws)      for any losses incurred by you or an Authorised User in respect of      unauthorised payments arising from the use of a lost or stolen Card or      Security Credentials, save that we will not hold you liable for such an      amount if the unauthorised payment was caused either by our acts or      omissions, or those of a third party expressly carrying out activities on      our behalf.  
    8.  
    9. Where we provide you with information regarding potential      fraud in relation to the Services, we may incorporate your response (or      lack thereof) into our assessment of whether there has been fraudulent      behaviour in relation to your Payment Account or Authorised      Users.   
    10.  
    11. Notwithstanding Section 17.4:
           
           
         
      1. you will be liable for any losses arising out of an       unauthorised payment if we believe you should have been aware of the       unauthorised use;
      2.  
      3. if you do not notify us of an issue with your Security       Credentials in accordance with Section 20.4, we will have no liability       to you for any losses you incur arising from unauthorised payments up to       the time you notify us of such issue; and
      4.  
      5. if you or your Authorised Users have acted fraudulently or       recklessly, we will not be liable to refund you for an unauthorised       payment in any circumstances.
      6.  
    12.    
    13. If you have given us incorrect instructions in relation to a      payment, we may reasonably assist you to recover the funds, where      possible, but do not guarantee that this would be successful.
    14.  
    15. Where we do refund you for an unauthorised payment, we will      credit value date your Payment Account no later than the date on which      the amount of the unauthorised payment was debited.
  2.  
  3. Closing your Payment Account
       
       
       
    1. You may close your Payment Account by taking the steps set out      on the Equals Money Platform or on the Programme Partner Platform as      applicable.
    2.  
    3. We may not allow you to close your Payment Account if you have      a negative balance, pending payment or an open dispute or claim in      relation to a payment, or where required by Applicable Laws or a      Regulatory Authority.
  4.  
  5. Changes to these Terms
       
       
       
    1. We may change these Terms (including the Fees and Charges) by      giving you one (1) month's prior written notice. We will consider that      you have accepted the proposed changes if you do not terminate these      terms by giving us written notice during the relevant notice period.
    2.  
    3. We may also make some changes immediately, without prior      notice, if those changes:
           
           
         
      1. are favourable to you;
      2.  
      3. are required by Applicable Laws or we are requested to do so       by a Regulatory Authority; or
      4.  
      5. relate to the addition of a new service or extra       functionality of our Services or Additional Services and do not affect       terms relating to the existing Services or Additional Services.
      6.  
    4.    
    5. You should stop using our Services if you do not agree to      these changes. If you keep using our Services after we have announced      such a change, we will treat you as having accepted the change.
  6.  
  7. Safety and security measures
       
       
       
    1. You must not allow any person other than your Authorised Users      to access the Services or the Equals Money Platform or the Programme      Partner Platform as applicable.
    2.  
    3. You must not disclose your Security Credentials to anyone      other than Authorised Users and shall make reasonable efforts to protect      the security of your Security Credentials.
    4.  
    5. Any Security Credentials that you create must not use      identifiable numbers, words or phrases that could be easily guessed by      someone else.
    6.  
    7. If you suspect that someone else has access to or knows your      Security Credentials, you must notify us of this immediately.
  8.  
  9. Tax
       
       
       
    1. Fees and Charges are exclusive of  all Taxes (save where      expressly stated otherwise).  If any supply made by us of the      Services is subject to VAT, you must pay in addition to any Fees, Charges      or other consideration for the supply, an amount equal to the VAT      payable.
    2.  
    3. You are solely responsible for determining which, if any,      Taxes apply to the payments you make or receive in connection with your      use of the Services and it is your responsibility to collect, report and      pay any such Taxes due. 
    4.  
    5. If we are required by Applicable Laws to collect or withhold      any Taxes, we may deduct those Taxes from amounts otherwise owed to you      and pay those Taxes to the appropriate authority. 
    6.  
    7. Any and all payments by you under these Terms shall be made      free and clear of and without deduction or withholding for any Tax except      as required by Applicable Laws. If you are required by Applicable Laws to      deduct or withhold any Taxes from such payments, then the amount payable      shall be increased so that after all such required deductions or      withholdings are made (including deductions or withholdings applicable to      additional amounts payable under this Section), we receive an amount      equal to the amount we would have received had no such deduction or      withholding been made.
  10.  
  11. Data protection
       
       
       
    1. By accepting these Terms, you hereby consent to us accessing,      processing, and/or retaining any Personal Data necessary to provide      Services, whether in relation to you or your Authorised Users. 
    2.  
    3. Any Personal Data you provide to us in connection with these      Terms shall be held in accordance with our Privacy Policy. Please review      our Privacy Policy for more information on how we use and protect your      Personal Data and privacy rights.
  12.  
  13. Intellectual property
       
       
       
    1. Nothing in these Terms shall cause the ownership of any or our      Intellectual Property to be transferred to you.
    2.  
    3. We and/or our licensors shall, remain the owner of all      Intellectual Property in our brands, trade marks and logos, product(s)      and the Services. Except as expressly permitted by these Terms you may      not use our Intellectual Property without our prior written consent.
    4.  
    5. Subject to the provisions of these Terms, you are granted a      non-transferable, non-exclusive licence to access and use the Services.      Except as expressly set out in these Terms all rights in and to the      Services are reserved to us.
  14.  
  15. Termination and suspension of these Terms
       
       
       
    1. We may terminate these Terms at any time by giving you one (1)      month notice.
    2.  
    3. We may without notice suspend or terminate any part or all of      these Terms or any Service Schedule or any of the Services or Additional      Services or block payments if:
           
           
         
      1. we suspect criminal activity on your Payment Account or       fraudulent use of the Services;
      2.  
      3. we reasonably believe you have fraudulently requested a       refund of an unauthorised payment;
      4.  
      5. we reasonably believe you have breached Applicable Laws or       Network Rules;
      6.  
      7. you have materially breached these Terms or any Service       Schedule;
      8.  
      9. you have provided false or inaccurate information, or we have       been able to verify any information you have provided;
      10.  
      11. we are unable to obtain satisfactory DD Information on you       (or, where applicable) your beneficial owners;
      12.  
      13. you are Insolvent; or
      14.  
      15. we are required to do so by a Regulatory Authority or Network       or are otherwise required to do so under Applicable Laws.
      16.  
    4.    
    5. For the avoidance of doubt, the termination of these Terms      will automatically result in the termination of any Service Schedule.
  16.  
  17. Governing law
       
       
       
    1. These Terms will be governed by and construed in accordance      with the laws of England and Wales.
    2.  
    3. You irrevocably submit to the exclusive jurisdiction of the      English courts over any dispute, controversy or claim (including      non-contractual claims) arising under or in connection with these Terms.

ANNEX A

UK Terms

  1. Introduction
       
       
       
    1. If you are a UK Customer, these UK Terms apply to the Services      and any Additional Services.
    2.  
    3. If you are a ROW Customer, these UK Terms apply to the      Services and any Additional Services, unless notified to you otherwise      from time to time.
    4.  
    5. Unless otherwise defined in paragraph 8 of these UK Terms, all      capitalised terms have the meanings given in Section 2 of the      Terms. 
  2.  
  3. Regulatory Information
       
       
       
    1. Equals Money PLC  is a public      limited company registered in England & Wales under company number      05539698, and whose registered office address is at 3rd Floor, Vintners      Place, 68 Upper Thames Street, London, EC4V 3BJ. Equals Money PLC is      authorised as a payment institution by the Financial Conduct Authority      under the PSRs (firm reference number 488396).  
    2.  
    3. Equals Money UK Limited is a      private limited company registered in England & Wales under company      number 06268340, and whose registered office address is at 3rd Floor,      Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ. Equals Money UK      Limited is authorised as a payment institution by the Financial Conduct      Authority under the PSRs (firm reference number 504547).  
    4.  
    5. Equals Money International Limited is a private limited company registered in England & Wales      under company number 09558664, and whose registered office address is at      3rd Floor, Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ.      Equals Money International Limited is authorised as an electronic money      institution by the Financial Conduct Authority under the Electronic Money      Regulations 2011 (firm reference number 900493) for the provision of      payment services and issuance of electronic money.  
  4.  
  5. How to contact us
       
       
       
    1. You can write to us at Equals Money, 3rd Floor, Vintners      Place, 68 Upper Thames Street, London, EC4V 3BJ.
    2.  
    3. Alternatively, you may call or email us using the details      below:
  1. We will use commercially reasonable efforts to provide you with     regular customer support in the English language.   
  1. PSRs
       
       
       
    1. You acknowledge that you are a "Large Corporate",      being a corporate entity that is not a Consumer, Micro-enterprise or      Charity, and therefore agree that:
           
           
         
      1. none of the provisions of Part 6 (information requirements       for payment services) of the PSRs shall apply to these Terms or any       Service Schedule;
      2.  
      3. 66(1) (charges), 67(3) and (4) (withdrawal of consent), 75       (evidence on authentication and execution), 77 (payer or payee's       liability for unauthorised transactions), 79 (refunds for direct       debits), 80 (requests for direct debit refunds), 83 (revocation of a       payment order), 86(2A) to (2D) (payment transactions to a payment       account), 91 (defective execution of payer-initiated transactions), 92       (defective execution of payee-initiated transactions) and 94 (liability       for charges and interest) of the PSRs shall not apply to these Terms or       any Service Schedule; and
      4.  
      5. for the purposes of regulation 74(1) (notification of       unauthorised or incorrectly executed payment transactions) of the       PSRs, the time period for notifying us of any unauthorised or       incorrectly executed payment transaction is three (3) months.
      6.  
    2.  
  2.  
  3. Execution of Payment Transactions
       
       
       
    1. For the following types of payments:
           
           
         
      1. domestic payments in GBP; and
      2.  
      3. SEPA payments in EUR (including those in respect of which we       carry out an FX Conversion between GBP and EUR in accordance with the FX       Service Terms), 
      4.  
    2.  

we shall credit the amount of the paymentto the payee's payment service provider by the end of the Business Day afterthe day of the Payment Request. 

  1. Payments in other currencies could take up to three (3)     Business Days for your payment to be credited to the payee's payment     service provider.
  1. How your money is protected
       
       
       
    1. Equals Money is not a bank and your Payment Account is not a      bank account.
    2.  
    3. For operational reasons, when you make a Card Transaction,      Equals Money International Limited will issue you with an amount of      e-money equal to the amount of the Card Transaction and such e-money      shall immediately be applied to the relevant Card Transaction.
    4.  
    5. Funds held in your Payment Account (and any e-money issued for      the purposes of a Card Transaction) are not insured by any deposit      protection scheme, including the Financial Services Compensation Scheme      ("FSCS").
    6.  
    7. We safeguard funds held in your Payment Account in accordance      with the PSRs.
  2.  
  3. Complaints 
       
       
       
    1. If you feel we have not met your expectations and would like      to make a complaint, please get in touch and we will investigate your      concerns.   
    2.  
    3. Our contact details are as follows:
           
           
         
      1. Tel: +44 (0)20 3977 1335 
      2.  
      3. Email: complaints@equalsmoney.com 
      4.  
    4.    
    5. If your complaint concerns payment services, you can also      complain to the Financial Conduct Authority, which regulates financial      firms in the UK to ensure that they operate in a fair and transparent      manner.
  4.  
  5. Definitions

“Charity”

means a charity as defined in the PSRs fromtime to time.

“Consumer”

means a consumer as defined in the PSRsfrom time to time.

"Micro-enterprise"

means a micro-enterprise as defined in thePSRs from time to time.

ANNEX B

EEA Terms

  1. Introduction
       
       
       
    1. If you are an EEA Customer, these EEA Terms apply to the      Services and any Additional Services.
    2.  
    3. Unless otherwise defined in paragraph 6 of these EEA Terms,      all capitalised terms have the meanings given in Section 2 of the Terms.
  2.  
  3. Regulatory Information

          EqualsMoney Europe SA is a public limitedliability company registered in Belgium with the Belgian Crossroads Bank forEnterprises under number 0849.185.510, and whose registered office addressis  Floor 4, Avenue Louise 54, Brussels, 1000, Belgium. Equals MoneyEurope SA is authorised as a payment institution by the NBB. 

  1. Payment Institutions Act
       
       
       
    1. You acknowledge that you are a "Large Corporate",      being a corporate entity that is not a Consumer, Micro-enterprise or      Charity, and therefore agree that:
           
           
         
      1. none of the provisions of Title III (Transparency of       Conditions and Information Requirements for Payment Services) of       PSD2 (as transposed into Belgian law by the Payment Institutions Act and       any other Applicable Laws) shall apply to these Terms;
      2.  
      3. Articles 62(1), 64(3), 72, 74, 76, 77, 80 and 89 of PSD2 (as       transposed into Belgian law by the Payment Institutions Act and any       other Applicable Laws) shall not apply to these Terms; and
      4.  
      5. for the purposes of Article 71 of PSD2 (as transposed into       Belgian law by the Payment Institutions Act and any other Applicable       Laws), the time period for notifying us of any unauthorised or       incorrectly executed payment transaction is three (3) months.
      6.  
    2.  
  2.  
  3. Execution of Payment Transactions
       
       
       
    1. For the following types of payments:
           
           
         
      1. payments in EUR;
      2.  
      3. domestic payments in the currency of an EU member state other       than EUR; and
      4.  
      5. payment transactions involving only one currency conversion       between EUR and the currency of an EU member state outside the Eurozone       (provided that the required currency conversion is carried out in the EU       member state outside the EUR area concerned and, in the case of       cross-border payment transactions, the cross-border transfer takes place       in EUR), 
      6.  
    2.  

we shall credit the amount of the paymentto the payee's payment service provider by the end of the Business Day afterthe day of the Payment Request.

  1. Payments in other currencies could take up to three (3)     Business Days for your payment to be credited to the payee's payment     service provider.
  1. Complaints and Customer Support
       
       
       
    1. If you feel we have not met your expectations or would like to      make a complaint please get in touch and we will investigate your      concerns.       
    2.  
    3. If you require customer support we will use commercially      reasonable efforts to provide you with that support in the English      language.  
    4.  
    5. Our contact details are as follows:
           
           
         
      1. Tel: + 32 0800 13 526
      2.  
      3. Complaints: complaints@equalsmoney.com 
      4.  
    6.  
  2.  
  3. Definitions

Charity

means a charity as defined in PSD2 (astransposed into Belgian law by the Payment Institutions Act and any otherApplicable Laws) from time to time.

Consumer

means a consumer as defined in PSD2 (astransposed into Belgian law by the Payment Institutions Act and any otherApplicable Laws) from time to time.

"Micro-enterprise"

means a micro-enterprise as defined in PSD2(as transposed into Belgian law by the Payment Institutions Act and any otherApplicable Laws) from time to time.

"Payment Institutions Act"

means the Belgian Act of 11 March 2018 onthe status and supervision of payment and electronic money institutions, accessto the business of payment service provider and to the activity of issuingelectronic money, and access to payment systems.

2. FX SERVICE TERMS 

1. Introduction

  1. If you are a UK Customer, the Service Provider is Equals Money     PLC.
  2. If you are an EEA Customer, the Service Provider is Equals     Money Europe SA.
  3. Where we agree to provide the FX Service to you, the following     terms (the "FX Service Terms") will apply in addition to     the Terms.
  4. You agree to pay the Fees and Charges applicable to the FX     Service.
  5. Unless otherwise defined in section 12 of this Service     Schedule, all capitalised terms have the meanings given in section 2 of     the Terms.
  6. By using the FX Service, you accept and agree to these FX     Service Terms.
  1. The FX Service
       
       
       
    1. Service Provider shall provide you with the following services      in accordance with the Terms and these FX Service Terms:
           
           
         
      1. "FX Conversion" being an agreement between       you and us for the exchange of one Supported Currency for another       Supported Currency at the agreed FX Exchange Rate that will settle in       the Trading Period; and
      2.  
      3. "FX Forward" being any agreement between you       and us for the exchange of one Supported Currency for another Supported       Currency at the agreed FX Exchange Rate that will settle at a date that       is later than the Trading Period.
      4.  
    2.    
    3. The FX Service is not regulated by the FCA or NBB and is not      protected by any compensation scheme.
    4.  
    5. We will not provide investment advice or personal      recommendations in relation to FX Transactions.
    6.  
    7. We will act as principal in relation to the FX Service. We      will not act as your agent in relation to FX Transactions.
    8.  
    9. You are responsible for obtaining any legal, accounting,      financial or tax advice you may require in relation to the FX Service and      its suitability for your needs.
    10.  
    11. To the extent permitted by Applicable Laws, we do not owe you      any fiduciary duty or any similar obligation in respect of the FX      Service.
  2.  
  3. FX Forwards
       
       
       
    1. We do not provide a currency trading service. You acknowledge      and agree that you may only enter into FX Forwards for the purpose of      facilitating payment for identifiable goods or services. If we reasonably      believe that you intend to enter into FX Forwards for other purposes      (including but not limited to engaging in currency trading), we:
           
           
         
      1. may refuse an FX Order relating to an FX Forward; or
      2.  
      3. if we have already accepted your FX Order, we may cancel the       FX Forward.
      4.  
    2.    
    3. You represent and warrant at the Commencement Date and on an      ongoing basis that you are a non-financial counterparty for the purposes      of EMIR.
  4.  
  5. Placing an FX Order with us
       
       
       
    1. Order requests. You may place a      request for an FX Order (an "Order Request") via the      Equals Money Platform by taking the steps and providing the information      as prompted.
    2.  
    3. We reserve the right to refuse an Order Request for any      reason. We may, without limitation, refuse an Order Request if you:
           
           
         
      1. have violated the Terms or these FX Service Terms;
      2.  
      3. have insufficient funds in your Payment Account to pay for an       FX Order; or
      4.  
      5. fail to pay an amount you owe to us in accordance with these       Terms when such amount became due.
      6.  
    4.    
    5. We are not required to notify you of our reasons for refusing      an Order Request, but may choose to do so unless prevented by Applicable      Laws.
    6.  
    7. FX Exchange Rates. The indicative      FX Exchange Rate will be communicated to you via the Equals Money      Platform and will be available for immediate execution only. The      indicative FX Exchange Rate may quickly change due to fluctuations in the      foreign exchange market and we have no obligation to make such exchange      rate available to you on a continuing basis.
    8.  
    9. You acknowledge and agree that the final FX Exchange Rate in      the Quote we give you in accordance with section 4.7 may therefore differ      from the indicative FX Exchange Rate due to market fluctuations and other      factors which are outside our control.
    10.  
    11. We shall set out the final FX Exchange Rate for each requested      FX Order in the Quote.
    12.  
    13. Quotes. If we accept your Order      Request, we will provide you with a quote ("Quote")      which will include:
           
           
         
      1. the final FX Exchange Rate for the exchange of Supported       Currencies;
      2.  
      3. the amount in the relevant Supported Currency you will be       required to pay us for the FX Transaction including any fees and charges       (the "Settlement Amount");
      4.  
      5. the date on which you must pay us the Settlement Amount (the       "Settlement Date");
      6.  
      7. the amount in the relevant Supported Currency we will pay to       you for the FX Transaction (the "Delivery Amount"); and
      8.  
      9. the date on which we will pay you the Delivery Amount (the       "Delivery Date").
      10.  
    14.    
    15. Confirming an FX Order. If you      accept a Quote, you are agreeing to place an FX Order and enter into an      FX Transaction with us.
    16.  
    17. You may not cancel an FX Order once you have accepted a Quote.
    18.  
    19. An FX Order is legally binding on you and we shall have no      responsibility for any error or inaccuracy in your Order Request (e.g. if      you have inputted the wrong amount or Supported Currency).
    20.  
    21. You may request that we amend or cancel an FX Order if it has      not been executed. We may, in our absolute discretion, amend or cancel an      FX Order but we have no obligation to do so.
    22.  
    23. If you submit an FX Order after 5pm on a Business Day or on a      day that is not a Business Day (e.g., a weekend or bank holiday), your FX      Order will be deemed to be received on the next Business Day.
    24.  
    25. FX Orders for FX Transactions that are to be executed at a      future date will be deemed to be received on the date on which you wish      the FX Transaction to be made.
  6.  
  7. Execution of FX Orders
       
       
       
    1. It may not always be possible for us to execute your FX Order.      You acknowledge and agree that we shall be under no obligation to execute      your FX Order.
    2.  
    3. We may not execute your FX Order for, among others, the      following reasons:
           
           
         
      1. there is a lack of liquidity in the market for the relevant       Supported Currency;
      2.  
      3. there is market disruption; 
      4.  
      5. Applicable Laws would, in our reasonable opinion, prevent us       from executing the FX Order; or
      6.  
      7. where required by any Regulatory Authority or, our commercial       partners or our service providers including, but not limited to,       payments or banking services providers.
      8.  
    4.    
    5. We shall not be liable to you where we have declined an FX      Order or have been unable to execute an FX Order.
  8.  
  9. Confirmations
       
       
       
    1. Following the execution of an FX Transaction, we will provide      key details of the FX Transaction (a "Confirmation") via      the Equals Money Platform.
    2.  
    3. The issuance of a Confirmation means that the FX Transaction      can no longer be cancelled.
  10.  
  11. Settlement of FX Transactions
       
       
       
    1. You shall pay us the Settlement Amount and any fees and      charges on the Settlement Date.
    2.  
    3. You agree that we may debit the Settlement Amount from your      Payment Account on the Settlement Date without further reference to you.
    4.  
    5. We shall pay the Delivery Amount to you in the relevant      Supported Currency on the Delivery Date.
    6.  
    7. We shall credit the Delivery Amount to your Payment Account in      accordance with your instructions.
    8.  
    9. If you have instructed us to fund a payment to a third party      with the amount we owe to you in relation to an FX Transaction, such      payment will be executed in accordance with the Terms.
  12.  
  13. Netting of payment obligations

We may offset any amount we owe you againstany amount you owe to us. This may reduce the Delivery Amount we are requiredto make to you on certain Delivery Dates.

  1. Termination of FX Transactions
       
       
       
    1. If you wish to terminate an FX Transaction prior to the      Settlement Date, you may request a quote for this (a "Termination      Quote") via the Equals Money Platform.
    2.  
    3. The Termination Quote will include our charge for early      termination (the "Early Exit Charge").
    4.  
    5. We shall have no obligation to provide a Termination Quote and      may refuse to do so in our absolute discretion.
    6.  
    7. If we agree to provide a Termination Quote, it will be      available for immediate execution only. We have no obligation to make the      terms of such Termination Quote or the specified Early Exit Charge      available to you on a continuing basis.
    8.  
    9. We will calculate the Early Exit Charge on the basis of      various factors including market conditions and any costs we have      incurred such as the costs of hedging the FX Transaction. The Early Exit      Charge may therefore be a significant amount and we are unable to predict      what it might be at any particular time.
    10.  
    11. When you pay an Early Exit Charge, this will discharge your      obligations in relation to the relevant FX Transaction.
  2.  
  3. Margin
       
       
       
    1. We may require you to pay funds to us as security before      executing your FX Order ("Margin").
    2.  
    3. We may also require you to increase the amount of Margin after      the FX Order (a "Margin Call") during the term of the FX      Transaction.
    4.  
    5. You must meet any such Margin or Margin Call within 24 hours      of a request for Margin or Margin Call in accordance with section 10.1or      10.2 or we may cancel your FX Order or FX Transaction (as applicable).
    6.  
    7. Any such Margin or Margin Call shall be for the purpose of      securing all your actual or contingent, prospective, present or future      obligations to us under these Terms.
    8.  
    9. We shall acquire full ownership of any amount paid to us as      Margin and shall deal with such funds as our own.
    10.  
    11. We will owe you a debt equal to the amount of any Margin      received by us. We shall pay to you all or part of any amount of this      debt to the extent that we consider, in our discretion, that the amount      of Margin you have paid exceeds the amount required by us to secure or      cover all your obligations under these Terms.
    12.  
    13. Margin held by us is not treated as electronic money and is      not safeguarded. In the event of our insolvency, you will rank as a      general creditor of ours in relation to any such Margin paid to us.
  4.  
  5. Risks
       
       
       
    1. You acknowledge that you have considered and accepted that FX      Transactions carry risks, including, but not limited to:
           
           
         
      1. Credit risk. FX Transactions are       entered into between you and us on a principal-to-principal basis. You       are therefore exposed to the risk that we fail to perform our       obligations to you under these FX Service Terms.
      2.  
      3. Market risk. Foreign exchange       rates fluctuate due to market volatility and other factors including       economic and political events. Such fluctuations could affect the value       of FX Transactions.
      4.  
      5. Liquidity risk. Supported       Currencies may be or become illiquid. This could affect the execution or       settlement of FX Transactions. You must therefore be prepared to remain       in an FX Transaction until it has settled as you may not be able to exit       an FX Transaction early.
      6.  
    2.  
  6.  
  7. Definitions

In these FX Service Terms, the followingdefinitions apply:

"Confirmation"

has the meaning given in section 6.1 ofthese FX Service Terms.

"Delivery Amount"

has the meaning given in section 4.7.4 ofthese FX Service Terms.

"Delivery Date"

has the meaning given in section 4.7.5 ofthese FX Service Terms.

"Early Exit Charge"

has the meaning given in section 9.2 ofthese FX Service Terms.

"EMIR"

means:

(a) Regulation (EU) No 648/2012 on OTCderivatives, central counterparties and trade repositories, if you are an EEACustomer; and

(b) the UK version of Regulation (EU) No648/2012 on OTC derivatives, central counterparties and trade repositorieswhich is part of UK law by virtue of the European Union (Withdrawal) Act 2018,if you are a UK Customer.

"FX Conversion"

has the meaning given in section 2.1.1 ofthese FX Service Terms.

"FX Exchange Rate"

means the exchange rate that we offerthrough the Equals Money Platform at the relevant time for an exchange of therelevant pair of Supported Currencies.

"FX Forward"

has the meaning given in section 2.1.2 ofthese FX Service Terms.

"FX Order"

means an instruction from you for us toprovide an FX Conversion or FX Forward.

"FX Transaction"

means an FX Conversion or an FX Forward.

"Margin"

has the meaning given in section 10.1 ofthese FX Service Terms.

"Margin Call"

has the meaning given in section 10.2 ofthese FX Service Terms.

"Order Date"

means, in respect of each FX Order, thedate that you confirm an FX Order with us in accordance with section 4.8 ofthese FX Service Terms.

"Order Request"

has the meaning given in section 4.1 ofthese FX Service Terms.

"Quote"

has the meaning given in section 4.7 ofthese FX Service Terms.

"Settlement Amount"

has the meaning given in section 4.7.2 ofthese FX Service Terms.

"Settlement Date"

has the meaning given in section 4.7.3 ofthese FX Service Terms.

"Termination Quote"

has the meaning given in section 9.1 ofthese FX Service Terms.

"Trading Day"

means a day of normal trading in thejurisdictions of both the currencies which are the subject of the FXTransaction. 

"Trading Period"

means the longer of:

(a) two Trading Days from the Order Date;or

(b) such longer period from the Order Datethat is generally accepted in the market for an exchange of the SupportedCurrencies to which the FX Conversion relates.

3. CARD SERVICE TERMS

1. Introduction

  1. If you are a UK Customer, the Service Provider is Equals Money     International Limited.
  2. If you are a UK Customer, Equals Money International Limited is     the issuer of the Cards. 
  3. If you are an EEA Customer, the Service Provider is Equals     Money Europe SA.
  4. If you are an EEA Customer, Equals Money Europe SA is the     issuer of the Cards.
  5. Where we agree to provide the Card Service to you, the     following terms ("Card Service Terms") will apply in     addition to the Terms and shall govern the use of Cards by you and any     Additional Cardholders.
  6. You agree to pay the Fees and Charges applicable to the Card     Service.  
  7. Unless otherwise defined in section 11 of this Service     Schedule, all capitalised terms have the meanings given in section 2 of     the Terms.
  8. By requesting a Card, you accept and agree to these Card     Service Terms.
  9. If you do not agree to these Card Service Terms, you may not     apply for, or use, the Cards.
  1. Applying for a Card
       
       
       
    1. You or an Authorised User may request the issuance of a      virtual card that is available through the Equals Money Platform or      tokenised to a mobile device ("Virtual Card") or a      physical card ("Physical Card") to you or an Additional      Cardholder via the Equals Money Platform, over the phone or by email.
    2.  
    3. You agree that you will be bound by any request by an      Authorised User for the issuance of a Card.  
    4.  
    5. You must provide the required information on Additional      Cardholders via the Equals Money Platform, over the phone or by      email. 
    6.  
    7. We reserve the right to refuse to issue a Card to any person      for any reason. 
    8.  
    9. Cards may be denominated in a Supported Currency.  
    10.  
    11. If we approve your request for a Card, we will:
           
           
         
      1. provide the Card Details to you via the Equals Money Platform       if the Card is a Virtual Card; or
      2.  
      3. send the Card to the address you provide to us, if the Card       is a Physical Card.
      4.  
    12.    
    13. You must comply with any instructions we give to you from time      to time regarding the use of Cards whether through the Equals Money      Platform or otherwise.
  2.  
  3. Card Transactions
       
       
       
    1. Your Card (whether it is a Physical Card or Virtual Card) must      be linked to your Payment Account (a "Funding Account"). 
    2.  
    3. Cards can only be used for Card Transactions up to the value      of your balance held in your Funding Account at any given time. We do not      provide credit in relation to Card Transactions. 
    4.  
    5. You must therefore ensure that your Funding Account has      sufficient balance for your purchase or the Card Transaction will be      rejected.
    6.  
    7. Where a Card Transaction is made in a different currency to      the Funding Account, such a Card Transaction must be paid for in the same      currency in which the Funding Account is denominated. Any FX Conversion      shall be subject to the FX Service Terms.
    8.  
    9. You are liable for all Card Transactions, and any related Fees      and Charges, including transactions with Cards issued to Additional      Cardholders.
    10.  
    11. You must only use your Card for lawful purposes. All Cards      remain our property, and we may request that you return all Cards to us      at any time.
    12.  
    13. Pre-authorisation. You may      pre-authorise the estimated amount of (or a certain portion of) the final      amount of a Card Transaction. The amount of the pre-authorisation may be      reflected in the balance of your Funding Account and this amount may be      made unavailable for future Card Transactions. Any portion of such      pre-authorised amount which is not applied towards the Card Transaction      will then be made available to you. FX conversions may occur at the point      of pre-authorisation if the Card Transaction is not in the currency of      the Funding Account.
    14.  
    15. Refunds. If you receive a refund      of a Card Transaction this will be credited to your Funding Account with      the amount of the Refund in the currency in which the Funding Account is      denominated regardless of the currency in which the Refund was paid. You      agree that we shall process any FX Transaction in accordance with the FX      Service Terms. 
    16.  
    17. Authorisation and suspension of      Card Transactions. We may need to authorise Card Transactions as the      issuer of the Card. We may in our reasonable discretion deny      authorisation and/or suspend the use of your Card if: 
           
           
         
      1. the balance of your Funding Account is insufficient;
      2.  
      3. the amount of the Card Transaction exceeds any transaction       limit we place on your Card from time to time; 
      4.  
      5. we suspect that there is fraud or a security issue;
      6.  
      7. we suspect that your Card is being used for an illegal       purpose; 
      8.  
      9. you have materially breached the Terms or these Card Service       Terms; or
      10.  
      11. where required by Applicable Laws, any Regulatory Authority       or, our commercial partners or our service providers including, but not       limited to, payments or banking services providers. 
      12.  
    18.    
    19. We will give you notice of any denied Card Transaction or      suspension of a Card and the reasons as soon as we can where this would      not breach Applicable Laws. 
    20.  
    21. Where possible we will do this before the suspension is put in      place, unless to do so would compromise our reasonable security measures      or otherwise breach Applicable Laws. 
    22.  
    23. We will lift the suspension of a Card as soon as practicable      after the reasons for the suspension have ceased to exist.
    24.  
    25. Before we authorise a transaction, we may require you to      confirm your identity by following certain steps specified by us. 
    26.  
    27. You acknowledge and agree that we are not liable to you or any      other person for any loss suffered as a result of an authorisation being      denied or a Card being suspended. 
    28.  
    29. Card Transaction limits. We may      from time to time agree transaction limits on your use of the Card which      may be based on the number or amount (whether of individual Card      Transactions or in aggregate). 
    30.  
    31. Other third-party organisations may impose additional      restrictions on the amount of your Card Transactions. 
    32.  
    33. We may also place limits on the number of Cards you can      request from us each month or that you may have active at any given time.
  4.  
  5. No responsibility for goods and services purchased with Cards
       
       
       
    1. We accept no responsibility for the quality, safety, legality,      or any other aspect of any goods or services purchased with a Card. Any      complaints about any goods or services purchased with a Card must be      resolved directly with a merchant.
    2.  
    3. We are not liable for any loss that may arise if a merchant      refuses to accept a Card. 
  6.  
  7. Card Management
       
       
       
    1. Cancelling a Card. An Authorised      User can view details of the Cards that have been issued to them and you      or any Authorised User may request that any Card be cancelled or      temporarily suspended at any time.
    2.  
    3. You acknowledge and agree that you shall remain liable for all      Card Transactions with a Card in respect of the period up until the Card      is cancelled.
    4.  
    5. Card restrictions. You may, via      the Equals Money Platform, over the phone or by email, request that we      place restrictions on:
           
           
         
      1. the maximum amount of a Card Transaction with a Card; and/or
      2.  
      3. the types of purchases for which a Card may be used.
      4.  
    6.    
    7. We will inform you through the Equals Money Platform, over the      phone or by email if we approve such a request.
    8.  
    9. It is your responsibility to notify each Additional Cardholder      of any restrictions that apply to a Card.
  8.  
  9. Safety and security
       
       
       
    1. You acknowledge and agree that:
           
           
         
      1. only you or an Authorised User can use a Card issued to you;       and
      2.  
      3. only Additional Cardholders may use a Card that has been       issued to them.
      4.  
    2.    
    3. You must regularly monitor your Funding Account to make sure      no unauthorised Card Transactions have occurred.
    4.  
    5. You must comply with the safety and security measures in      respect of Cards as set out in section 6 of this Service Schedule and      ensure that any Additional Cardholders do the same.
    6.  
    7. You must also comply with any additional security requirements      we notify to you from time to time and ensure that any Additional      Cardholders do the same.
    8.  
    9. You acknowledge and agree that we may disclose any information      to law enforcement agencies if we suspect there has been any unauthorised      use, misuse or fraud in connection with your Card.
  10.  
  11. Lost or stolen Cards and unauthorised use of Cards
       
       
       
    1. If you are a UK Customer and believe a Card has been lost or      stolen or used without your authorisation you must notify us immediately      via the Equals Money Platform, over the phone or by email.
    2.  
    3. If you are a EEA Customer and believe a Card has been lost or      stolen or used without your authorisation you must call Card Stop      immediately on + 32 78 170 170 (free of charge) or you call us      immediately on +32 80 013 526 during Business Hours so that we can cancel      the Card. Alternatively, you can mark the Card as lost or stolen via the      Equals Money Platform, the Website or by email. Alternative local phone      numbers can be found at our Website equalsmoney.com/en-be. You must      cooperate with us in investigating any claims in connection with the loss      or misuse of a Card. 
    4.  
    5. If you suspect that someone that is not authorised to do so      knows any of your Card Details or Security Credentials relating to a      Card, stop using the Card and contact us immediately via the Equals Money      Platform, over the phone or by email.
  12.  
  13. Liability
       
       
       
    1. Without limiting any clause of the Terms, you will be liable      for all unauthorised transactions where you have contributed to the loss      by:
           
           
         
      1. breaching or compromising the security of your Security       Credentials; or
      2.  
      3. delaying the reporting of the loss, theft or misuse of your       Card, Card Details or Security Credentials.
      4.  
    2.    
    3. For the avoidance of doubt, we do not accept any liability      where you have acted fraudulently or with gross negligence in losing your      Card, Card Details or Security Credentials or where you fail to notify us      of the loss, theft or misuse as soon as you become aware of it. 
  14.  
  15. Chargebacks
       
       
       
    1. We may be entitled to seek to reverse (chargeback) Card      Transactions where you have a dispute with the merchant that supplied the      goods or services. 
    2.  
    3. To avoid losing any rights you may have to dispute such a Card      Transaction, you should:
           
           
         
      1. tell us as soon as possible after the date of the Card       Transaction via the Equals Money Platform, over the phone or by email;       and
      2.  
      3. provide us with any information we ask for to support your       request via the Equals Money Platform, over the phone or by email.
      4.  
    4.    
    5. If we are satisfied after investigation that you are entitled      to reverse a transaction in accordance with Network Rules, the amount      initially debited for the transaction will be credited to the Funding      Account.
  16.  
  17. Expense management and bill payments
       
       
       
    1. You may assign permissions to Authorised Users to:
           
           
         
      1. review and approve Card Transactions made by Cardholders;       and/or
      2.  
      3. review and approve invoices relating to the Card Service.
      4.  
    2.  
  18.  
  19. Definitions
       
       
       
    1. In these Card Service Terms, the following definitions apply:

“Additional Cardholder”

means a person to whom we have issued aCard to access the balance of your Payment Account at your request.

"Card"

means Mastercard- or Visa-branded cardsissued to you in accordance with these Card Service Terms.

“Card Details”

means the 16-digit account number, expirydate and (CVV/CVV2) code of a Card.

"Card Stop"

means the central service provided inBelgium for blocking payment cards and other payment products.

"Card Transaction"

means the purchase of goods or servicesusing a Card.

“Funding Account”

has the meaning given in section 3.1 ofthese Card Service Terms.

“Physical Card”

has the meaning given in section 2.1 ofthese Card Service Terms.

“Virtual Card”

has the meaning given in section 2.1 ofthese Card Service Terms.