PAYOLOGY Terms Conditions

Terms of Use

The terms set out below will be used for any customers onboarded to Payology Limited (“Payology”) or our partner company, Pollen (“Pollen”) who are the supplier of the software which will be accessed by customers of Payology. Any change to these terms must be agreed upon by Payology and our partner company, Pollen. 

Definitions

“Business Day” means any day other than a Saturday or a Sunday or a public or bank holiday in England;

“Business Hours” means 9am-5pm GMT, Monday – Friday. 

“Client” means the person who is contracting with us for the provision of the Services;

“Client Support” means our client support service which is available by calling our in-product help desk;

“Close Out” means any action we may take to close out, cover or reduce our exposure in relation to the relevant Contract including any action we reasonably consider appropriate in the circumstances;

“Confidential Information” means confidential information of the other party concerning the other party’s business, plans, customers, clients, technology, services and products and other information held in confidence by the other party including all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential. Our Confidential Information will include, but not be limited to, the Pollen’s Technology, and your Confidential Information will include, but not be limited to Customer data and Personal Data. Information will not be deemed Confidential Information if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of these Terms of Use by the receiving party; or (iv) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that it gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure and it is not itself unlawful to give such notice;

“Consumer” means (a) an individual who, in contracts for payment services to which the PSRs 2017 (Payment Services Regulations 2017) apply, is acting for purposes other than a trade, business or profession; (b) an enterprise which, at the time at which the contract for payment services is entered into, is an enterprise as defined in Article 1 and Article 2(1) and (3) of the Annex to Recommendation 2003/361/EC of 6th May 2003 concerning the definition of micro, small and medium-sized enterprise; and (c) a body whose annual income is less than £1 million and is (i) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2011; (ii) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005; or (iii) in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008;

“Contracts” means any one or more of the agreements between you and us for the sale, purchase, and delivery of currency;

“Control” of an entity means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity, whether by contract or otherwise, and in any event and without limitation of the foregoing, any entity owning more than 20% of the voting securities of a second entity shall be deemed to control that second entity. Derivative forms of the term “Control” (e.g. Controlling and Controlled by) have corresponding meanings;

“Data Controller” has the meaning set out in the Data Protection Legislation (or, in respect of the GDPR, means the same as “controller” in Article 4 of GDPR).

“Data Processor” has the meaning set out in the Data Protection Legislation (or, in respect of the GDPR, means the same as “processor” in Article 4 of GDPR);

“Data Protection Legislation” means (in each case as such are updated, amended or replaced from time to time): (a) the UK Data Protection Act 1998 (as amended or replaced from time to time), (b) from its effective date (25 May 2018), the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation) (the “GDPR”), and any laws or regulations ratifying, implementing, adopting, supplementing or replacing GDPR (including the UK Data Protection Act 2018), in each case, to the extent in force; and (c) any other relevant data protection legislation in any jurisdiction which is applicable to the Services, including but not limited to the Privacy and Electronic Communications (EC Directive) Regulations 2003.

“Data Subject” means an individual who is the subject of Personal Data;

“Delivery Date” means the date on which our partner will deliver currency that has been purchased by you, provided you have fully paid for the purchased funds and complied with these Terms of Use. The Delivery Date must be a Business Day;

“DP Regulator” means any governmental or regulatory body or authority with responsibility for monitoring or enforcing compliance with the Data Protection Legislation;

“Fees” shall mean the charges payable by you to us for the Services as set out in these Terms of Use and our Commercial Agreement with you.

“FCA” means the Financial Conduct Authority of the United Kingdom whose address is 25 The North Colonnade, Canary Wharf, London E14 5HS, United Kingdom; further information on the FCA can be obtained on the FCA’s website at www.fca.org.uk;

“Foreign Exchange Services” means the foreign exchange services provided by Pollen including quoting and execution of foreign exchange contracts to sell and buy currency for any date up to 12 months;

“Forward Contract” means any one or more Contracts under which currency is bought and sold for delivery at a fixed future time which is at least 7 days (or longer) after the contract is entered into;

“Group Companies” means in relation to a company those companies which are subsidiaries, holding companies or subsidiaries of any holding company of such company, where the terms “subsidiary” and “holding company” bear the meaning given to them in section 1159 of the Companies Act 2006;

“Insolvency Event” means in relation to either party: If such party becomes insolvent or a bankruptcy petition is presented against any such person or any steps are taken to appoint an administrator, judicial factor or similar officer to any such party or to commence the winding up or dissolution of any such party or to otherwise apply to the court for a moratorium or make a proposal to creditors for a voluntary arrangement or any such party grants a trust deed for creditors or takes any action with a view to the readjustment, rescheduling forgiveness or deferral of any part of any such party’s indebtedness or any such person enters into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them (except for the purposes of a solvent reconstruction or amalgamation), or a receiver, receiver and manager, or other controller, administrator or similar officer to be appointed with respect to, or takes control of, the assets or undertakings of any such party;

“Losses” means all losses, liabilities, fines, charges, damages, actions, costs and expenses, professional fees (including legal fees actually incurred) and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties;

“Order” means the accepted commercial terms of a Contract (which will incorporate these Terms of Use);

“Payer” means a third party that sends funds to us on your behalf.

“Payment Platform” means the online Payment Platform that provides the functionality and connectivity via the API or User Interface;

“Personal Data” has the meaning given to it by the Data Protection Legislation;

“Platform Services” means the access to information and market data via the Payment Platform provided by us or our partners to amongst other things, facilitate the booking and management of payments, track trades and report on balances and transactions;

“Regulations” means the Payment Services Regulations 2017 as (as amended and replaced from time to time);

“Services” means the Payment Services – Payments, Receivables Foreign Exchange and Account Linking Services, provided by Pollen to you through Payology as described in these Terms of Use and on the Client Help Centre;

“Settlement Date and Time” means the date and time specified within the Contract, by which funds must be received by or available;

“Website” means the website available at www.payologyuk.com;

“Terms of Use” means these terms and conditions including the schedules and any other terms and conditions referred to herein, the Privacy Policy (as specified within the application) and the Client Help Centre all as amended from time to time;

“We“, “us“, or “our” means Payology; and “You” or “your” means you, the person who is contracting with us for the provision of the Services.

1. OVERVIEW

1.1 The Services. We operate a proprietary Banking and Payments Platform, services include: Bank Account Creation, Bank Account Linking, FX, Payments and Receivables. 

This service is provided for Customers by Payology by our partner company, Pollen, who are authorised by the Financial Conduct Authority (the “FCA”) under the Regulations for the provision of payment services with Firm Reference Number 788011. These Terms of Use govern your use of the Services including without limitation your access to the Payment & Banking Platform. Your use of the Services, including without limitation your access to the Payment & Banking Platform, is subject to and governed by these Terms of Use, our operating procedures, and our acceptable use policy.

2. USE OF THE PAYMENT PLATFORM AND THE SERVICES

2.1 Ownership and Use. 

Our Partner Company, Pollen owns all rights, title and interest in the Payment and Banking Platform and their proprietary technology, including their software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), network designs, know-how, and trade secrets, and including any modifications, improvements, and derivative work thereof (the “Pollen Technology”). 

Payology have the right, at any time, to amend our operating procedures and acceptable use policy, effective immediately, where appropriate in our determination, subject to such changes not materially adversely affecting the services we provide to you. These Terms of Use do not transfer from us to you any license or ownership rights in the Payment and Banking Platform or the Pollen Technology. You may only use the Payment and Banking Platform for the receipt of the Services and in a manner consistent with these Terms of Use, our operating procedures, and our acceptable use policy. You shall not interfere with, disrupt, or cause damage to users of the Services, the Payment and Banking Platform, or any of our equipment.

2.2 Security. 

It is your responsibility to ensure that the Payment Platform is only accessed by you or your Authorised Persons and that you, including your Authorised Persons, employees and agents, keep your login details, passwords, or other security features associated with your access safe and secure. If you have any knowledge or any suspicion that any of these security features have been stolen, misappropriated, improperly disclosed to a third party or used without authorisation or otherwise compromised you must contact Client Support immediately. 

2.3 Suspension of Access. 

We are entitled to suspend your or Authorised Persons’ access to the Payment Platform and/or otherwise restrict functionality if you are in breach of these terms. In all such cases we will, to the extent permitted under applicable laws, provide you with reasonable notice in advance of taking these steps. However, we may suspend your or Authorised Persons’ access to the Payment Platform and/or otherwise restrict functionality without notice if you are using the Services in a manner that could cause us legal liability or disrupt other users’ ability to access and use the Services or if any of the events set out in Section 10.3 occur. Any suspension or restriction shall continue for such a period as we shall reasonably determine to be necessary.

2.4 Equipment. 

You must provide and/or obtain any equipment or telecommunications lines and links that may be necessary for you to use the Payment Platform, and you acknowledge that certain software and equipment used by you may not be capable of supporting certain features of the Payment Platform. For the avoidance of doubt, we are not responsible for providing you with any equipment or telecommunications lines and links that may be necessary for you to use the Payment Platform.

2.5 Principal Only. 

You hereby (i) confirm, represent and warrant to us at all times that you are acting on your own Account, and not on behalf of any other person, and (ii) acknowledge that we shall not be a principal to any transaction or be responsible for or otherwise guarantee the performance of any transaction entered into by you.

2.6 User Responsibilities. 

We are not responsible or liable for acts and omissions of Users including without limitation (i) the correct inputting of trade or payee details, (ii) all operational matters relating to Users including inputting any manual Users payment details, chasing Users for payment details, any late arrival of funds, settlement with Users, and monitoring the open positions of Users.

3. DATA PROTECTION LEGISLATION

3.1 Personal Data. 

By asking us to provide you with the Services, you will be providing us with information which includes Personal Data. In relation to such Personal Data, we shall act as: (i) a Data Controller in respect of our use of such Personal Data to (a) conduct KYC, CDD and other checks as part of our process of accepting you as a Client (as detailed in Section 7.1), (b) comply with any legal and/or regulatory requirements to which we are subject from time to time, including but not limited to FCA requirements, (c) determine how best to provide the Services and our risks in doing so, and (d) prevent fraud or financial crime; and (ii) a Data Processor in respect of our use of Personal Data relating to You in order to provide the Services, and where we so act the terms contained in our Data Processing Policy apply to such processing. By accepting these Terms of Use, you also agree to the terms of our Data Processing Policy. You should print and keep a copy of the Data Protection Agreement () together with these Terms of Use.

3.2 Privacy Policy. 

Details on how we collect, use, and share Personal Data, and the steps we take to protect Personal Data are set out in our Privacy (our “Privacy Policy”). You should print and keep a copy of the Privacy Policy together with these Terms of Use.

3.3 Identity. 

We may conduct searches through an identity-referencing agency and through other sources of information and use scoring methods both to allow us to provide you with the Services and to assess our risks in doing so, including credit standing and compliance with all KYC/CDD requirements. A record of this process will be kept and may be used to allow our Group Companies to similarly provide you with services and to assess our risks in doing so. Information may also be passed to other organisations or persons to prevent fraud. Additionally, information may be passed to governmental, regulatory or judicial organisations to prevent fraud or financial crime where we consider it appropriate. The foregoing use of Personal Data may render us a Data Controller.

3.4 Data Lawfully Obtained. 

You confirm to us that (i) all Personal Data which you or any of your officers, employees, agents or sub-contractors supply to us at any time has been lawfully obtained and will be lawfully supplied to us in accordance with Data Protection Legislation, and (ii) all notices have been provided and relevant consents have been obtained (or an alternative legal ground for processing Personal Data has been relied on) as may be required under the Data Protection Legislation for us to process the Personal Data as contemplated by these Terms of Use and/or the Commercial Agreement.

3.5 Responsibility for Data. 

You are solely responsible for the content, quality, accuracy and completeness of any Personal Data, and any other data provided or transmitted by you or on your behalf via or in connection with the use of the Payment Platform and the Services. 

4. FEES AND AMOUNTS TO BE PAID

4.1 Fees.

All fees for the Services shall be as set out in this Agreement or Fee table attached.

4.2 Taxes. 

All Fees are stated exclusive of all taxes and similar fiscal charges now in force or enacted in the future, all of which you will be responsible for and must pay in full.

4.3 Default Interest, Suspension, and Reconnection. 

If you do not promptly pay any amount properly due to us under these Terms of Use, we may after the expiry of 7 days following notice informing you of the amount outstanding and requesting payment charge interest on the overdue amount at the rate of 2% per annum above the base rate of Barclays Bank Plc from time to time which interest will accrue daily. If the amount due remains unpaid for thirty (30) calendar days or more following the serving of the notice described above, we may at our sole discretion suspend, interrupt, or terminate your access to the Payment Platform and/or your use of the Services. In the event of suspension, you may be required to pay us a reconnection fee in an amount determined by us prior to reactivation of access to the Payment Platform in addition to full payment of all amounts due under these Terms of Use (including interest).

5. CLIENT HELP CENTRE AND SERVICE LEVELS

5.1 Client Help Centre. 

You may report incidents requiring our help by contacting Client Support by telephone or by sending an email which will be acknowledged by email or telephone during UK office hours within one (1) hour of the incident report. Reported incidents will be assigned to a Client Support representative, who shall coordinate support efforts with you through resolution of the reported problem. We will use all reasonable endeavours to resolve any incidents or problems relating to the Services as soon as is reasonably possible.

5.2 Telephone Conversations.

Any telephone conversations we have with you or Authorised Persons may be monitored and recorded by us and we may also maintain records of emails  sent by or to you and your Authorised Persons. You agree that we may use these telephone recordings and any transcripts or email records for training and quality control purposes or to resolve any disputes, and also in the prevention and detection of crime. However, we may not make or maintain such recordings or records for you or be able to make them available to you.

5.3 Service Levels. 

We shall use all reasonable endeavours to ensure that the Payment Platform is available 99.5% of the time during each calendar month (“Availability”). Availability excludes unavailability due to scheduled maintenance or a force majeure event (described below in section 11.8). In any case, we will promptly inform you if the Services or the Payment Platform becomes unavailable.

5.4 Limits on Support Services. 

We will have no obligation under these Terms of Use to provide support services in respect of any fault or error caused by (a) the improper use of the Payment Platform, or (b) use of the Payment Platform otherwise than in accordance with these Terms of Use.

5.5 Scheduled Maintenance. 

We may suspend access to the Payment Platform outside of UK Business Hours for no more than fifteen minutes to upgrade the Payment Platform. We will, to the extent practicable, provide you with advance notice of any other scheduled maintenance, including details of the expected Payment Platform downtime. Payment Platform downtime during scheduled maintenance carried out by us in accordance with this section shall not be counted as downtime for the purposes of Availability.

6. CONFIDENTIAL INFORMATION 

Each party agrees that it (i) will neither use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to enable it to perform its obligations under these Terms of Use, nor disclose to any third party (except as required by law or to that party’s advisors as reasonably necessary), any of the other party’s Confidential Information, and (ii) will take reasonable precautions to protect the confidentiality of such information, which precautions shall be at least as stringent as those it takes to protect its own Confidential Information. In addition, each party may reveal the other party’s Confidential Information to its agents, representatives and employees who have a “need to know” such information in connection with these Terms of Use, who are informed of the confidential nature of such Confidential Information, and who shall agree to act in accordance with the terms and conditions of this section. Each party agrees that the obligations under this section will survive any expiration or termination of these Terms of Use.

7. OUR AGREEMENT WITH YOU

7.1 Our Acceptance of You as a Client. 

Our obligations under these Terms of Use are conditional upon our acceptance of you as a client which is at our sole discretion. We reserve the right to decline to provide the Services without specifying a reason. You acknowledge that all regulatory requirements need to be met before any Services are provided by us. Before we agree to provide Services to you and at all times during the term of the Agreement, you agree to cooperate with us and provide any information and documents and do all such acts we require (i) by law, regulation or according to our internal policies, (ii) to comply with requests of local and foreign regulatory, governmental, and law enforcement authorities, (iii) to check your identity, and its activities and objectives, and (iv) to explain the reasons for the (intended) use of a Service, the origin of funds used for a service or transaction, and the economic nature of (the use of) a service or transaction. You hereby agree to promptly notify us in writing of any change in Your information and to provide us with any further information which is required from time to time for the purposes of our general policies or the provision of the Services. Any information or documents that you provide to us may be provided to us directly by you. 

For the avoidance of doubt, no Services shall commence until (i) we have completed our compliance checks, (ii) you have agreed to be bound by these Terms of Use.

7.2 Your Representations and Warranties. 

You hereby represent, warrant, and covenant to us at all times that (i) you will comply with these Terms of Use and all applicable laws, rules and regulations regarding your use of the Payment Platform and the Services, and you shall procure that all Authorised Persons, agents and employees comply with these Terms of Use and all applicable laws, rules and regulations regarding your use of the Payment Platform and the Services, (ii) you are compliant at all times with all applicable laws, rules and regulations in all jurisdictions in which you operate, (iii) you will and shall procure that all Authorised Persons, agents and employees use the Payment Platform and the Services only for lawful purposes, (iv) you have full power and authority to enter into and comply with these Terms of Use, (v) title to all money and assets transferred to us under these Customer Terms shall not be subject to any charge or other rights of third parties, (vi) you hold all required licences, registrations and permissions to carry out your business, (vii) all information supplied to us by you is complete, accurate, up to date, and truthful in all material respects and (viii) you shall not use the Services other than in accordance with such operating processes and procedures as we may prescribe from time to time, whether through Payology or otherwise. 

7.3 Our Representations and Warranties. 

We hereby represent and warrant to you at all times that (i) we will comply with these Terms of Use and all applicable laws, rules and regulations regarding your use of the Payment Platform and the Services; (ii) the Payment Platform and the Services when used in accordance with these Terms of Use shall not infringe the intellectual property rights of any third party; (iii) we have full power and authority to enter into and comply with these Terms of Use; (iv) we are compliant with all applicable laws in all jurisdictions in which we operate; (v) the Services shall be provided by us using reasonable skill and care in accordance with good industry practice; and (v) we shall comply with your and your Authorised Persons’ prior written instructions (including e-mail and instructions via our website) in relation to your payments.

8. RELIANCE ON INSTRUCTIONS 

Payology and our partner, Pollen is authorised and entitled to rely upon, and act in accordance with, any instruction which may from time to time be, or purport to be, given by Authorised Persons. For these purposes, an instruction includes a payment instruction or an instruction relating to a transaction for the purchase or sale and delivery of payment. Payology and Pollen are entitled to treat any instruction as fully authorised by, and binding upon you, and entitled (but not bound) to take any steps in connection with, or in reliance upon that instruction which Payology or Pollen in their absolute discretion may consider appropriate, and notwithstanding any error or misunderstanding or lack of clarity in the terms of that instruction. If Payology or Pollen receives what either considers to be conflicting or ambiguous instructions from any Authorised Person, Payology or Pollen may, in eithers absolute discretion and without any liability on its part, decline to act whilst seeking clarification of that instruction, as Payology in its discretion deems appropriate. For the avoidance of doubt, a payment instruction shall be regarded as having been authorised by you for the purposes of the Payment Services Regulations 2009 if an Authorised Person has given his/its consent.

9. LIABILITY 

9.1 Your Liability for Losses. 

You shall be liable to us, and on our demand you shall promptly pay us, for all Losses (including losses and expenses from any action we take to seek to cover or reduce our exposure under any Contracts) arising from or in connection with: 

(a) our acting on your or your Authorised Persons’ instructions or apparent instructions and Orders (including, where applicable and without limitation, by e-mail, fax, telephone, or via the Payment Platform); 

(b) anything relating to such instructions made by or on behalf of you or an Authorised Person (including where applicable and without limitation, instructions in writing by e-mail, fax or via our website) to us or concluding Orders with us (whether orally or in writing); and (c) our exercising our rights to Close Out all or any part of any Contract; except to the extent that, in each case, the Losses arise due to our negligence, wilful default, or fraud.

9.2 Unauthorised or Incorrectly Executed Payments. 

Under the Regulations you may be entitled to redress for any unauthorised or incorrectly executed payments. In the case of an executed payment not authorised by you or an Authorised Person, we will refund the amount of the unauthorised payment to you, and where applicable, restore the debited payment account to the state it would have been in had the unauthorised payment not taken place. If we fail to execute, or incorrectly execute, a payment, unless we can establish that the beneficiary’s payment service provider received the amount of the payment transaction, we will refund to you the amount of the non-executed or defective payment transaction promptly after becoming aware of the error, and, where applicable, restore the debited payment account to the state in which it would have been had the defective payment transaction not taken place. We will also refund to you any direct charges for which you are responsible and any interest which you must pay as a consequence of the non-execution or defective execution of the payment transaction. Beyond this, we have no further liability to you for any unauthorised or incorrectly executed payments.

9.3 Incorrect Information or Payee/Beneficiary Bank Failure. 

We will not be liable to you for the nonexecution of a payment or for the defective execution of a payment if the information you provide is incorrect. We will not be liable for errors, mistakes, or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly. In either case, we will make reasonable efforts to recover the funds involved in the payment. You will be responsible for the costs incurred by us for any such recovery. 

9.4 Our Negligence. 

If a Loss is incurred due to our negligence or breach of contract, we will promptly attempt to correct the error. Subject to Section 9.6, we will be liable for any direct losses such as bank fees and interest incurred as a result of our negligence or breach of contract. In no circumstances will we be liable for any indirect, unforeseeable or incidental losses incurred, such as loss of opportunity. 

9.5 Non-Exclusion. 

Nothing in these Terms of Use excludes either party’s liability for any Loss to the extent it is caused by fraud, dishonesty or deceit, death or personal injury caused by a party’s negligence or the negligence of its employees or agents or any other liability that cannot be excluded by law.

9.6 Aggregate Liability. 

Except for liabilities arising in connection with: a breach of Section 3 (Data Protection Legislation); a breach of Section 6 (Confidential Information); Section 9.1 (Your Liability for Losses); Section 9.2 (Unauthorised or Incorrectly Executed Payments) (but only up to the amount of the refund due); Section 9.5 (Non-Exclusion); each party’s aggregate liability to the other party (either directly or as a third party defendant in any action or proceeding) with respect to these Terms of Use and all Commercial Agreements shall not exceed the amount of fees paid or payable by you to us under or in relation to these Terms of Use within one year preceding the date that the cause of action arises

Notwithstanding the foregoing, but always subject to Section 9.5 (Non-Exclusion), if the claim relates to a specific Contract, our maximum liability to you, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the currency sold by us under the relevant Contract. 

Subject to Section 9.5 (Non-Exclusion), in no event shall either party be liable to the other for any loss of data, loss of profits or any special, incidental, indirect or consequential Loss, howsoever arising. 

10. TERMINATION

10.1 Term. 

These Customer Terms shall remain in effect so long as our Agreement with you is in force, or for so long as we are providing any Services to you. 

10.2 Termination for Cause. 

Either of us may terminate these Terms of Use if: (i) the other party commits any material breach of these Customer Terms and fails to cure such breach within thirty (30) days after receipt of written notice of the same, (ii) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

10.3 Additional Grounds for Termination. 

We may suspend Services and/ or terminate these Customer Terms at any time without prior notice if: (i) a financial regulator, regulatory or government agency, or law enforcement agency posts a warning with regard to you-: (ii) any governmental, regulatory, or judicial authority directs or requests us to suspend or terminate these Customer Terms or any Commercial Agreement; or (iii) a banking partner of ours requests that we terminate these Customer Terms or any Commercial Agreement. We may suspend Services and/or terminate these Customer Terms at any time without prior notice where we have reason to believe that you are engaged in fraud, money laundering, or terrorist financing or where we have reason to believe that you may cause us to breach our internal risk policy.

10.4 Effect of Termination. 

Termination of these Customer Terms shall automatically terminate the Agreement and termination of the Agreement shall automatically terminate these Customer Terms. Upon the effective date of termination: (i) you will immediately cease all use of the Payment Platform; (ii) all of your payment obligations under these Customer Terms with you will immediately become due and payable; (iii) we will promptly return any funds of yours which we hold to you. For the avoidance of doubt, termination by either party shall not affect any Contract previously entered into and shall not relieve either party of any outstanding obligations arising out of these Customer Terms, nor shall it relieve you of any obligations arising out of any Contract entered into prior to such termination. 

10.5 Survival. 

The following provisions will survive any expiration or termination of these Customer Terms and the Commercial Agreement: sections 3, 6, 9, and 10, and any other provision that by their nature are intended to survive termination of the Commercial Agreement. Any sums owed by you to us under these Customer Terms shall become immediately due and payable on the expiration or termination of our Commercial Agreement with you. 

11. MISCELLANEOUS 

11.1 Relationship between the Parties. 

No provision of these Customer Terms creates a partnership between the parties or makes a party the agent of the other party for any purpose. A party has no authority to bind, to contract in the name of or to create a liability for the other party in any way or for any purpose and neither party shall hold itself out as having authority to do the same. 

11.2 Changes to the Payment / Banking Platform. 

We reserve the right to modify and make changes to the platform at any time, this may include access to financial services, currencies and bank accounts. As well as what we deem necessary to comply with applicable laws and regulations or business needs. Where possible, we shall notify you of such modification as soon as is reasonably practicable following our determining to make the modification.

11.3 Assignment. 

You consent to our assigning our rights under these Customer Terms at any time to (i) any one or more of our Group Companies and/or (ii) any person pursuant to a merger, consolidation or sale of any substantial portion of our business to which these Customer Terms relate.

11.4 Governing Law and Forum. 

These Customer Terms (and any non-contractual obligations arising out of or in connection with the same) shall be governed by and interpreted in accordance with the laws of England and the courts of England shall have exclusive jurisdiction to settle any dispute or claims which may arise in connection with these Customer Terms and/or the Services provided hereunder (including in relation to any non-contractual obligations).

11.5 Entire Agreement and Waiver. 

These Customer Terms, together with each of the documents referred to herein, constitute the entire agreement between you and us with respect to the subject matter hereof. All prior agreements, representations, and statements with respect to such subject matter are superseded. Any failure of either party to exercise or enforce its rights under these Customer Terms shall not act as a waiver of subsequent breaches.

11.6 Severability. 

The provisions of these Customer Terms are severable and the invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other part of these Customer Terms.

11.7 Amendments. 

We reserve the right to amend these Customer Terms by giving you no less than one (1) month’s prior written notice and sending you revised terms and conditions by post or email or other electronic means. Such amendments will become effective on the date specified in the written notice, and unless otherwise mutually agreed by us in writing, an amendment will not affect any legal rights or obligations which may have already arisen prior to the date specified in the notice. Notwithstanding the foregoing, any amendment to these Customer Terms that materially and adversely impacts you must first be agreed upon in writing signed by us and you, and in the event that the parties are unable to reach agreement and we in any event implement such amendment to these Customer Terms, you shall have the right in your sole discretion without any liability to terminate these Customer Terms forthwith.

11.8 Force Majeure. 

In the event that either party hereto shall be delayed or hindered or prevented from the performance of any act required by reason of strikes, lock-outs, labour troubles, failure of power, riots, acts of terrorism, insurrection, war, mud-slide, fire, earthquake, tsunami, or where such act or omission is due to our obligations under provisions of national law, or other similar reasons of a like nature not the fault of the party delayed in performing work or doing acts required under these Customer Terms, such party shall as soon as reasonably practicable provide notice to the other party of such delay, and performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. We will not have any liability to you where we are unable to perform our obligations because of factors beyond our control. If an event of force majeure affecting a party continues for a period of more than 30 days, the other party may terminate these Customer Terms and all affected Commercial Agreements.

11.9 Third Party Rights. 

Nothing in these Customer Terms confers or is intended to confer a benefit enforceable by a person who is not a party to it and no term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these Customer Terms. Without prejudice to the generality of the foregoing you will be the counterparty to a Contract and the recipient of the Services. 

11.10 Notices and Communications. 

Any notice required to be given under these Customer Terms shall be treated as having been served on delivery if by hand, 48 hours after posting (disregarding days which are not Business Days) and on completion of transmission if sent by e-mail or other electronic means. All communications in relation to these Customer Terms and the services contemplated hereunder, whether verbally or in writing, must be in the English language. All communications may be made by any reasonable means, including but not limited to, telephone, letter, electronic mail or other electronic means. We reserve the right to request that you confirm in writing any verbal communications that you may give us. 

11.11 Complaints. 

If you feel that we have not met your expectations in the delivery of our services or if you think we have made a mistake, please let us know. We have internal procedures for handling complaints fairly and promptly in accordance with the FCA requirements. A copy of our complaints procedure is available upon request and on the Website. If you are not satisfied with the decision in our final response, you may be able to refer your complaint to the Financial Ombudsman Service should you not be satisfied with our final response. Eligibility criteria and the procedures involved, are available from the Financial Ombudsman Service, Exchange Tower London E14 9SR.

11.14 Information. 

You may request, at any time during our relationship, a copy of these Customer Terms and of any of your signed Commercial Agreements with us. 

11.15 English Text Prevails. 

In the event these Terms of Use are translated into a foreign language, in case of any conflict or discrepancy between the English language version and the foreign language version, the English language version shall prevail. 

Customer Terms: Payments Schedule

1. Rights and obligations. 

These Customer Terms set out important rights and obligations including our liability to you under the Regulations when you open an Account and ask us to provide Payment Services. 

2. Scope of the Regulations. 

The Regulations do not apply to Foreign Exchange Services or to payments made to or from a bank account in your name including withdrawals from your Account. However payment falling outside of the Regulations will be dealt with in accordance with these Terms of Use. 

3. Anti-Money Laundering. 

We reserve the right in our sole discretion to carry out all and any necessary money laundering, terrorism financing, fraud or other illegal activity checks before processing any upload, payment or withdrawal transaction. 

4. Opening an Account. 

In order to use Payment Services you must first open an Account with us. By opening an Account with us, you are also confirming that you have regular access to the internet and email. It is for you to ensure that your contact details are up to date and that you are able to access any such communications and information at all times 

5. Maintaining an Account. 

You must ensure that the information recorded on your Account is always complete, accurate and up to date and we shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm and/or provide documents or other evidence as to the accuracy of this information. 

We may contact you via the Portal or by email with information or notices regarding your Account and Payment Services. It is your responsibility to regularly check the proper functionality of your e-mail account or other methods of communication that you have registered with your Account and to retrieve and read messages relating to your Account and Payment Services promptly. We shall not be liable for any loss arising out of your failure to do so. 

Fund uploads, payments received, payments sent and fund withdrawals are displayed in your Account and you should check your Account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible by contacting Client Support. 

6. Closing an Account. 

You may close your Account at any time by contacting Client Support and withdrawing any balance held at that time. 

7. Uploading to an Account. 

The balance of the sold currency will be paid into your Account and you can upload funds but we do not guarantee the use of any particular upload method and may make changes to or discontinue the acceptance of any particular upload method at any time. We shall not be responsible for the upload payment until the uploaded funds are received by us. 

Uploaded funds will be credited to your Account after the funds have been received by us and have not been subject to any reversal in which case we will deduct such reversed transaction from the balance of your Account. If your Account balance is insufficient, we reserve the right to require repayment from you. 

8. Sending Payments. 

You must notify us as soon as possible after you become aware of any unauthorised or incorrectly executed payments, otherwise we may not be liable to you and in order to claim a refund for an unauthorised or incorrectly executed payment transaction on your Account you must notify us without undue delay after becoming aware of the unauthorised or incorrect transaction. 

It is your responsibility to ensure that accurate and complete payment instructions for the beneficiary of a payment are provided to us. You are required to provide us with any additional information that we request with regard to a payment within two (2) Business Days of our request. You consent to our including your full name, address and account number (and any other details as are required to enable us to comply with our anti money laundering procedures) on the payment details to be sent to the beneficiary’s bank or payment service provider to comply with anti-money laundering regulations. 

To send a payment we may use third party intermediaries to complete the money transfer to a recipient if the recipient does not have an Account and the intermediary shall then be responsible for ensuring the onward transmission of the payment to the recipient and our obligations under these Terms of Use for the onward transmission of funds shall be complete once such funds have been credited by us to the account of the relevant intermediary. We will not be liable for losses that result from such third party charges or fees being applied to your payment Subject to the Regulations we may refuse your payment Instruction because for example you have not satisfied your obligations under these Terms of Use or we reasonably believe the payment to be unlawful. In these circumstances we shall promptly notify you using your supplied contact details, stating wherever possible the reasons for our refusal, and the procedure for rectifying any payment detail errors that led to the refusal but we reserve the right to charge you a fee to cover our reasonable costs for doing this. We are not obliged to notify you of our refusal to execute the proposed transaction where we reasonably believe that such a notification would be unlawful. 

If we receive a payment Instruction by 4.30pm (UTC) on a Business Day, your payment Instruction will be deemed to have been received by us on that Business Day. If your payment Instruction is received after 4.30pm (UTC) or on a day that is not a Business Day, your payment instruction will be deemed to have been received on the next Business Day. Your payment instruction will be acted on the earliest possible payment date available once the FX Contract has been performed unless you have requested a specific future date.

9. Receiving Payments. 

If you receive funds into your Account, we will display the payment in your transactions history. You should regularly reconcile incoming payments with your own records. 

You should be aware that receipt of funds to your Account does not necessarily mean that these transactions cannot be reversed. We reserve the right to reverse a payment in case the payer or the payer’s bank or payment service provider has reversed (or is reasonably likely to reverse) an upload or other payment which was used to fund the payment to you. 

10. Prohibited Payments. 

We reserve the right, in our sole discretion to impose ‘acceptable use’ terms in relation to the operation of your Account and the provision of any payment service including the prohibition of certain categories of payment transactions for example payments in relation to the gaming, bitcoins and virtual currencies sectors by specifying these on the Website. 

You must not use your Account for any illegal purposes including without limitation fraud and money laundering. We will report any suspicious activity to the relevant law enforcement agency. 

If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section we reserve the right to reverse the transaction, and/or close or suspend your Account and/or report the transaction to the relevant law enforcement agency and/or claim damages from you. 

11. Withdrawing Funds. 

You can request a withdrawal of all or part of the funds held in your Account at any time by logging into your Account and following the relevant instructions. We do not guarantee the use of any particular withdrawal method and may make changes to or discontinue the acceptance of any particular withdrawal method at any time as long as there is at least one withdrawal method available to you. 

You may only make a withdrawal to a bank account and where you are the named holder of such bank account. For the purposes of a withdrawal transaction, we are a payer and not a payment service provider. You must ensure that the payment details you enter when withdrawing funds are correct and complete. We will not be liable for funds being sent to the wrong payment instrument where this is due to you providing incorrect payment details. If you have withdrawn funds to the wrong payment details payment instrument, you may request that we assist you in reclaiming the funds, however, we will charge you an administration fee and we cannot guarantee that the reclaim efforts will be successful. 

12. Safeguarding. 

Funds received in accordance with a payment instruction will be subject to the segregation requirements as set out in the Regulations and are referred to as “Relevant Funds”. For the purposes of this clause “Relevant Funds” means sums received from you or for your benefit from a payment service provider such as a bank for the execution of Payment Services on your behalf. Relevant Funds are held in segregated bank accounts which are independent of our business bank accounts. The purpose for so holding funds is to ensure that in the event of our insolvency, or if a financial claim is made against us, no creditor or claimant should be able to claim funds held in these accounts. This is because no other person or institution may have any rights or interest over the funds held in these accounts such as a lien over funds in these accounts. Relevant Funds do not include funds received from or to you or on your behalf in settlement of a FX Contract. Pursuant to the Regulations, we will not pay interest on funds paid to us including balances held in segregated or client bank accounts and we may retain, for our own benefit, any interest which accrues from funds held in any accounts. 

End Customer Terms: FX Schedule 

1. No Advice. 

We shall not provide you with any advice in connection with the Services or in respect of a FX Contract such as whether to proceed or not to proceed with a transaction or in respect of timing of a transaction or the legal, regulatory, tax, business, financial, accounting or other consequence of a transaction. All Services are provided by the supplier to the Customer on an execution only basis. Any decision to transact is always the customer’s decision and the supplier cannot be liable for any loss including loss if exchange rates move before or after the transaction. Any market information provided is not provided as advice and you should not infer anything from such information. Foreign exchange conditions are very complex and volatile and subject to fluctuations outside of our control and as a result the supplier cannot accept responsibility for your decision to enter a transaction under these Customer Terms. 

2. Instructions and Orders. 

You may give us electronic or verbal instructions relating to a transaction for the purchase or sale and delivery of currency and we will at our sole discretion offer the commercial terms of a proposed FX Contract. Once you accept the commercial terms of the FX Contract, you will become legally bound to perform the contract in accordance with the terms of the Order. Following receipt of an Order, we shall subsequently transmit electronically to you a FX contract note, which will confirm the details of the Order. Once we have agreed an Order, you may not amend or cancel the FX Contract unless we expressly agree (and any such amendment or cancellation shall be on the conditions specified by us). 

3. Limit order. 

We may accept your instructions which include a limit order and we will use our reasonable endeavours to execute such an Order but if market conditions prevent us from executing your instruction(s) in full or at all, then we have no liability in respect thereof. 

4. No Cancellation. 

Each FX Contract constitutes an irrevocable and legally binding agreement by you to purchase or buy (as the case may be) the relevant currency and as such you will have no right to cancel a FX Contract. However you may prior to the Maturity Date request that we Close Out a FX Contract or enter into a further FX Contract to (as the case may be), sell the currency you agreed to buy or purchase the currency you agreed to sell. 

5. Funding a Contract. 

You must pay all funds specified by us as required to pay to us in connection with a FX Contract (including any applicable transfer charges by electronic transmission) in full and in cleared funds into a client account specified by us. Payment must be made on or before the Maturity Date or such earlier date as we may specify and for the full value of the currency to be sold by you under the FX Contract and will hold and operate such account as a client-specified account. We may deduct from any payment any fees, costs, taxation liabilities, or charges incurred by us in respect of any transaction. You should be aware that receipt of funds from us into your nominated/beneficiary bank account may result in charges being applied by the beneficiary/receiving bank which are your responsibility. We are entitled to apply default interest pursuant to these Terms of Use if you fail to make any payment when it falls due. If funds do not arrive we may at our discretion roll the trade to the next settlement day and apply a charge in accordance with the provisions of the Agreement. 

6. Disputes. 

If a dispute arises between you and us relating to the existence or terms of any FX Contract (a “Disputed Contract”), we may at our sole discretion Close Out the Disputed Contract pending settlement of the dispute. We will notify you (orally or in writing) of such action as soon as practical but if we do not the validity of any action by us shall not be affected. 

7. Default & Refusal to Perform. 

We may at our sole discretion refuse to perform or Close Out a Contract with or without giving prior notice to you, upon or at any time after any of the following events: 

7.1 you fail to make any payment when due; 

7.2 an Insolvency Event occurs or you take steps to or suspend payment of your debts; 

7.3 you fail in any respect to fully and promptly comply with any obligations owed to us, or if any information supplied by you or any representations made by you are or become materially inaccurate; 

7.4 it becomes or may become unlawful for us to maintain or to provide any of the Services or if you or we are requested not to perform or to Close Out a Contract (or any part thereof) by the FCA and any governmental or regulatory authority whether or not that request is legally binding; or 

7.5 we consider it necessary to do so for our own protection including (without limitation) in the following circumstances: (i) protection from fraud; (ii) protection from your default; and (iii) protection from broad- based market failure. 

If you become aware of the occurrence of any such event or any circumstances that mean that any such event is likely to occur you must notify us immediately. If any event referred to above takes place, we shall, at our discretion, be entitled to cancel any FX Contract then outstanding and charge you with all of the costs, expenses and losses that we may incur (including any action we may take to cover or reduce our exposure). Any excess amount held by us in respect of FX Contracts shall be returned to you after deducting all other sums due to us. 

8. Close Out. 

You will become liable on demand for all costs, expenses and losses that we may incur as a result of any Close Out of a Contract pursuant to these Terms of Use together with interest at the rate provided for in these Terms of Use on any sums due to us but unpaid and we will have no liability for any losses that may be sustained by you as a result of a Close Out nor shall we be liable to account to you any gains. 

End Customer Terms: Bank Account Linking Schedule 

1 If the functionality is available, the Services may allow Client to link a bank account (the Linked Bank Account) to an Account. If Client chooses to do this, it will be redirected from the Services platform to the client’s bank’s app or website where the Client will be informed by them of the information the Client agrees with them that they may share with Pollen (the Shared Banking Information). The Shared Banking Information will include, but is not necessarily limited to, the Client’s name, your bank account number and sort code and details of the Clients bank account transactions. 

2. If the Client agrees to make the Shared Banking Information available to Pollen:

2.1 Any new transactions made on the Linked Bank Account will be sent to and stored by Pollen

3. The Client may, at any time, revoke the Pollen access to the Linked Bank Account by using the Clients bank’s app or website to remove Pollens’ permissions to access the Shared Banking Information.
4. The Client’s bank (and not Pollen) is solely responsible for the provision, availability, security and all other aspects of the [Application Programming Interface] (the API) that will be used by the Services to access the Linked Bank Account. Pollen’s use of such API will be subject to the terms and conditions issued by the Clients bank.
5. If the functionality is available, the Services may also allow the Client to initiate payments from its linked bank account directly to Pollen’s escrow account by way of payment initiation. Consent may be given in writing within the relevant section of the Pollen platform.
6. Pollen will always require the Client’s consent for each individual payment initiation; at the time of writing the functionality is not available to authorise consent for multiple payments. 

PAYOLOGY LIMITED – FEE TABLE

FOREIGN EXCHANGE
Majors	2%
Minors	2%
Exotics	2%

PAYMENT FEES
Swift Shared	£15
Swift Tier 1 · CA – Canada · GR – Greece · JE – Jersey · SE – Sweden · GB – United Kingdom · GI – Gibraltar · KW – Kuwait · CH – Switzerland · US – United States	£40
Swift Tier 2 · AU – Australia · EE – Estonia · IN – India · MX – Mexico · RU – Russian Federation · BR – Brazil · GG – Guernsey · LI – Liechtenstein · NZ – New Zealand · BG – Bulgaria · HU – Hungary · LT – Lithuania · PH – Philippines · DK – Denmark · IS – Iceland · MU – Mauritius · QA – Qatar	£40

Swift Tier 3 · Every other country	£40
Swift Tier 4 · AR – Argentina · DJ – Djibouti · GN – Guinea · JO – Jordan · LU Luxembourg · NL – Netherlands · SZ – Swaziland · VE – Venezuela, Bolivarian Report of · AT – Austria · EC – Ecuador · ID – Indonesia · KE – Kenya · WM – Malawi · PY – Paraguay · TW – Taiwan · YE – Yemen · BE – Belgium · ET – Ethiopia · IE – Ireland · KR – Korea, Republic of · MT – Malta · PL – Poland · TR – Turkey · SW – Zimbabwe · CL – Chile · FI – Finland · IL – Israel · KG – Kyrgyzstan · MC – Monaco · PT – Portugal · UG – Uganda · CG – Republic of Congo · FR – France · IT – Italy · LV – Latvia · MA – Morocco · ES – Spain · UA – Ukraine · CY – Cyprus · DE – Germany · JP – Japan · LS – Lesotho · NP – Nepal · SR – Suriname · UY – Uruguay	£40
SEPA	£2.50
Other Local	£2.50