Terms & conditions for payment services

The purpose of the Agreement is to outline the general rights and obligations of the Client and FMPay with regard to the use of the Payment Services. Each Payment Method shall be governed by this Agreement and subject to terms and conditions outlined under the specific Service Schedule;

The Payment Services that are governed under the Agreement consist of Payment Account management and provision of one or more Payment Methods. There can be separate Service Schedules for different Payment Methods and such Payment Methods are subject to additional terms indicated therein;

By default, the Client is allowed to have only one Payment Account held in its name. It is prohibited to try deceiving the onboarding system and register multiple times. In such situations, FMPay reserves the right to close multiple Payment Accounts and combine balances without prior notice;

FMPay may decide to provide the Payment Services on a conditional basis by imposing certain restrictions or limits. Thus, access to certain features of the Payment Services may be limited, and Payment Services provided to the Client may be subject to limits associated with such aspects as maximum balance, transactions volume, and number of Payments as provided in the Service Schedule;

FMPay may offer the possibility to store different Account Currencies on the same Payment Account in Payment Sub-accounts. All allowed Account Currencies which are available for the Client are indicated in the appropriate Service Schedule;

Under the Agreement FMPay shall:

• Open a Payment Account for the Client;
  

• Offer the possibility to the Client to utilise Payment Services;

• Offer one or more Payment Methods.

FMPay shall offer the possibility for the Client to access Payment Services via FMPay Dashboard and/or via API. The manner in which the Client can utilised Payment Services will be indicated in the Service Schedule;

Under the Agreement the Client shall:

• Use the Services in accordance with applicable laws, and the Agreement;

• Regularly review and control Payments carried out through a Payment Account, and notify FMPay promptly of any suspected unauthorised activity or of any unauthorised activity.

If the Client is allowed to employ API when utilising Payment Services, the Client is obliged to follow the rules and guidance provided by FMPay when setting up and using API;

The Client is obliged to fully cooperate with FMPay in order to explain all doubts connected with Payments. In particular, the Client is obliged to provide promptly, but in no case later than within ten (10) Business Days, at each and every request of FMPay, all necessary information and documents regarding any Payment including but not limited to the underlying documentation under which the Payment is executed and details of the counterparty involved in the transaction;

The Client shall promptly, but not later than within three (3) Business Days, inform FMPay of any changes to the Client’s business, its legal form, address, type of goods and/or services offered, changes in the ownership structure of the Client. The Client shall be fully liable for damages incurred by FMPay as a result of failure to transmit the information about such changes to FMPay promptly;

The Client shall have the right to register more than one Authorised User. Each additional Authorised User, whether it is an employee or a third-party, must undergo the identification and verification procedure to be registered with FMPay. The Client authorises FMPay to treat and execute all Payment Orders and actions by all Authorised Users as if the Client has given that Payment Order or carried out that action itself;

It is the Client’s responsibility to withdraw authority granted to any Authorised User. The Client is also responsible for all Payment Orders and actions relating to this Agreement by all Authorised Users;

The Fees applicable to the Agreement are set out in the Service Schedule that relates to specific Payment Method. All applicable Fees are immediately due and payable subsequent to the provision of Payment Services;

Unless agreed otherwise between FMPay and the Client, all Fees are exclusive of VAT and any other taxes under any relevant law. The Client will be solely responsible for paying any applicable taxes;

The Fees due from the Client to FMPay shall be displayed in the FMPay Dashboard and/or transferred via API and/or provided on a periodic basis in the statements supplied to the Client;

FMPay may also charge the Client for Other Charges that are not provided in the Service Schedule to the extent permitted by law. Such situations include but are not limited to instances where Other Charges levied by Intermediary Institutions reasonably correspond to FMPay’s actual cost and arise out of a relationship between the Parties;

The Client hereby irrevocably authorises FMPay, from time to time without notice and both before and after demand, to set off by whatever means the whole or any part of Clients liabilities (including but not limited to Fees and Other Charges) to FMPay under the Agreement against any sums (whether or not related to the Payment that gave rise to the liability) held by FMPay or owed to the Client under the Agreement;

FMPay may collect any Fees or Other Charges, by: (i) debiting such amounts from the funs held on the Payment Account (ii) invoicing the amount of the Fees and/or Other Charges to the Client; and/or (iii) taking any lawful collection measures, in court or otherwise to collect such sums;

All information related to Payments shall be displayed in the FMPay Dashboard and/or provided via API and will be accessible to Authorised Users of the Client. All Payment Orders must be submitted exclusively through the FMPay Dashboard and/or API;

The exact manner of submitting Payment Orders is outlined within the Service Schedule for specific Payment Method to which it relates. Nevertheless, all Payment Orders of the Client must be complete, accurate, precise and reliable to avoid mistakes;

The Client acknowledges that the Payment Order and/or instruction submitted to FMPay may be irrevocable and henceforth the Client shall take due care whenever submitting any Payment Orders and/or instructions to FMPay. It is the responsibility of the Client to provide complete, accurate, precise and reliable Payment Orders and/or instructions, and, by providing Payment Orders, the Client authorises FMPay to rely on them;

The Client authorises FMPay to execute those Payment Orders and/or instructions which FMPay reasonably considers being from the Client and accept the Payment Orders and/or instructions as being genuine whether or not they are actually from the Client. If there is more than one Authorised User who can issue Payment Orders and/or instructions on behalf of the Client, the Client authorises FMPay to execute such Payment Orders and/or instructions which were submitted by any such Authorised User;

As soon as the Payment Account has been opened for the Client, it may be credited in accordance with the instructions displayed in the FMPay Dashboard and/or Service Schedule. The Payment Methods that the Client may utilise for incoming Payments will be indicated within the Service Schedule relating to specific Payment Method;

FMPay may at any time refuse to accept any incoming Payment based on FMPay’s internal policies and under applicable laws and regulations of England and Wales including but not limited to incoming Payments from a high risk and non-cooperative jurisdictions; incoming Payments from countries considered as tax havens; incoming Payments from persons and jurisdictions that are subjects to the financial sanctions; incoming Payments that are otherwise not substantiated by the Client;

Subject to Clause 11.2, FMPay will register the funds resulting from the incoming transfers as soon as possible, and no later than by the end of the Business Day when they were received by FMPay;

Unless there is a written agreement between the Client and FMPay, any funds from incoming Payment in a currency other than those handled by FMPay, may be converted, at the FMPay’s discretion, into any Account Currency on the basis of the FMPay’s exchange rate prevailing on the date of the actual receipt of the funds by FMPay. If the Client does not hold a Payment Sub-account in the currency of the Payment, FMPay may open a Payment Sub-account in such a currency on behalf of the Client. Furthermore, FMPay may, in its sole and absolute discretion, elect to return such incoming Payment back to its source;

Before or immediately after crediting the Payment Account with the amount received, FMPay will deduct any Fees and/or Other Charges which may be due to FMPay for processing the Payment;

The Client expressly authorises FMPay to correct, by a simple book entry any material errors FMPay can make while crediting the Payment Account even in situations when the Payment Account balance has been expressly or tacitly approved. If, after such a book entry, the Payment Account has insufficient funds to cover the mistake, the difference will be automatically due, without formal notice, as from the effective date of the difference. The Client cannot make objections and request from FMPay refund or restitution by claiming that the Client disposed of the funds mistakenly credited to its Payment Account or that the Client could in good faith believe that it was the beneficiary of such funds;

The execution of Payments will be done within the time needed for the completion of the verification and processing procedure, and in accordance with the practices and rules of the Payment Method to which they relate. The Payment Methods that the Client may utilise for outgoing Payments will be indicated within the Service Schedule relating to specific Payment Method;

Payments will be generally executed within the same Business Day, except where practices and rules of the Payment Method state the contrary or the Payment is based on the standing order. More precise information regarding the manner of carrying out a certain type of Payment can be found in the Service Schedule. Notwithstanding, the Client acknowledges that in some cases, submitted Payments are carried out via Intermediary Institutions and therefore may take longer than anticipated;

The Client agrees that FMPay may refuse the execution of a Payment or suspend such execution if the Payment relates to transactions or products with which FMPay does not work in the ordinary course of its business, or the Client failed to provide supporting documentation for the Payment in question, or if the Client has failed to uphold obligations it has towards FMPay;

FMPay may delay the execution of any Payment without thereby incurring any liability until it receives the necessary additional information and performs the validation of such information;

If the Client does not have sufficient funds on the Payment Account to cover the Fees for any submitted Payment, FMPay may elect to cancel the Payment Order and not to execute the Payment to which it relates;

The Client shall be subject to ongoing monitoring which shall include but is not limited to the review of the activity on the Payment Account, publicly accessible information about the Client, customer due diligence documentation concerning the Client;

The Client agrees that FMPay shall have an undisputed right to suspend the provision of the Payment Services and block the Payment Account. Any such action shall not require prior notice provided that, upon the determination by FMPay that it shall suspend its Payment Services and/or the effects of the Agreement, it shall notify the Client in writing of the same. This right may be exercised in the following circumstances:

• the Client does not provide FMPay with any information and/or documents, which FMPay has requested from the Client, within the stipulated timeframe;

• FMPay has reasons to believe that the Client has intentionally or due to gross negligence:

  • Provided FMPay with incorrect or insufficient information and/or documents;

  • Violated or has intended to violate obligations enshrined in the Agreement;

  • Caused damage to FMPay or created a threat giving rise to such damage;

  • There is a reasonable suspicion that any of Client’s activities may be linked to money laundering, terrorist financing, fraud or any other illegal activity and the Client is unable or unwilling to provide any information and/or documents capable of removing the suspicion. Whether or not documents and information are capable of removing the suspicion is based on FMPay’s sole discretion;

• There are circumstances related to the Client or a person, a business entity affiliated with the Client which indicate the intolerable risk of money laundering, terrorist financing, fraud or any other illegal activity. Such circumstances may include the situation when the Client is merely a politically exposed person;

• The Client, or a person, business entity affiliated with the Client is or has been the subject of financial sanctions;

• A jurisdiction of the Client, or a person, or a business entity affiliated with the Client is or has been the subject of financial sanctions;

• Any Intermediary Institutions demand FMPay cease or suspend providing part or all Payment Services to the Client;

• Any competent regulatory authority, including any competent law enforcement authority, supervision authority, tax authority, court or bailiff, has given FMPay a lawful order to arrest or freeze the Payment Account of the Client or to cease or suspend providing part or all Payment Services to the Client;

• The Client opens another Payment Account with FMPay without prior written permission from FMPay;

• There are circumstances that prompt FMPay to believe that the security of the Payment Account was compromised or can be compromised.
  

The Client can contact the customer support service of FMPay at all times. The Client can contact FMPay’s support services i) via the email written to a dedicated email address ii) via approved messengers (Telegram, Slack);

Whenever communicating via the email, depending on the type of the issue, the Client should contract either (i) general support or(ii) technical support. The dedicated email addresses of both general support and technical support are indicated in the Service Schedule;

When executing the Service Schedule, the Client provides its email, phone, address and other contact details. By providing such contact details, the Client authorises FMPay to send all communications and notices by such means. The Client shall be obliged to notify FMPay of any changes to its contact information without undue delay but in whichever case no later than three (3) Business Days after such change. If some notice or communication was not received by the Client since its details have changed, but the Client did not provide timely notice of such change, FMPay shall not be responsible for such undelivered notice and such notice will be treated as properly delivered;

Each notice or other communication sent to the Client hereunder shall be deemed received if one or more of the following applies:

• FMPay delivered it by hand or sent by courier, on the day it is delivered;
  

• FMPay sent it via a regular post, three (3) Business Days after the date it was sent if it is sent to an address in the United Kingdom, or five (5) Business Days after the date it was sent if it is sent to an address not in the United Kingdom;
  

• FMPay sent it by email on the date transmitted, unless FMPay receives a delivery failure report or other message showing failure to deliver;

• FMPay sent it via approved messengers (Telegram, Slack), immediately.

When a notice or communication is delivered, transmitted or received in a way described in Clause 14.4 on a day that is not a Business Day, the notice or communication shall be deemed delivered or received by the Client on the next Business Day;

FMPay reserves the right to use a communication method that it deems appropriate for each notice or other communications at its sole discretion. By entering into the Agreement, the Client undertakes the responsibility to check communication channels indicated herein regularly. FMPay shall not be responsible or liable for the failure of the Client to check communication channels;

FMPay strives to resolve any concerns in an amicable manner and in case of any issues the Client should contact customer support of FMPay first. In case that the issues cannot be resolved by contacting customer support, the Client is directed to submit an official complaint to FMPay. FMPay will process complaints regarding the Payment Services offered by FMPay as filed by the Client in a timely manner. When receiving a complaint, FMPay will acknowledge the receipt of the complaint in writing as soon as practically possible but in whichever case not later than within two (2) Business Days from its receipt;

The complaints must be sent electronically to complaints@fmpay.me.

The Client must note that FMPay does not respond to anonymous complaints. Each complaint must include at least the following:

• The Client’s name;

• The email address the Client uses to interact with FMPay;
  

• The Client’s telephone number;

• A clear description of the complaint.

More details on the complaints handling procedure of FMPay can be found by the means of the following link: https://fmpay.me/resources/complaints-policy

Where investigation into a complaint requires additional information or documents, the Client shall provide the same to FMPay at FMPay’s request without delay;

FMPay will strive to resolve any complaint without undue delay and no later than within fifteen (15) Business Days of their submission or of their completion by necessary additional information and/or supporting documents by the Client. In complex cases while FMPay is unable to provide the response within the above time limit, FMPay shall:

• Inform the Client of the reasons for the delay;

• Indicate which additional issues need to be addressed;
  

• Indicate the date on which the final response will be provided, which will not be longer than thirty-five (35) Business Days of the date of the submission of a complaint or its completion by necessary additional information and/or supporting documents by the Client.

To the extent that any of the details provided by the Client to FMPay in accordance with the Agreement, together with such information as may be subsequently supplied by the Client in any manner, whether orally or in writing, constitutes the Personal Data, the Client agrees to the processing of such data for the following purposes:

• For FMPay to supply the Client with Payment Services;

• For assessment and analysis (including credit and/or behaviour scoring, market and product analysis);

• For the detection and prevention of money laundering, terrorist financing, fraud and other criminal activity which FMPay is bound to prevent and/or report;

• To develop and improve FMPay’s products and services.

The Client consents to the disclosure of information to, and to the exchange thereof, with all FMPay employees, subsidiaries, associates, agents, fraud monitoring solution providers, Intermediary Institutions, and any other member or controlling body of the relative operational network for the settlement and clearing of Payments;

The Client has the right to request access to, and rectification of, the Personal Data concerning the Client, which is held by FMPay;

FMPay shall hold data regarding the Client for a period of 5 years after the end of the relationship or execution of the last Payment whichever occurs last, in order to fulfil its legal obligations;

Clauses from 16.1. to 16.4. of the Agreement are in addition to rights and obligations of the Client and FMPay that are outlined in the Privacy Notice. By entering into the Agreement, the Client acknowledges that it has read and understood the content of the Privacy Notice;

FMPay may create a Rolling Reserve from the funds transferred by the Client to the Reserve Account. The amount and period of possession of the Rolling Reserve shall be determined in the Service Schedule;

FMPay may create a Fixed Reserve by the means of Client prefunding a certain amount on the Reserve Account. The amount and period of possession of the Fixed Reserve shall be determined in the Service Schedule;

FMPay may convert a Rolling Reserve into a Fixed Reserve at any time it deems relevant and retain such funds on the Reserve Account. The amount and period of possession of the Fixed Reserve shall be determined by FMPay at the time of conversion and notified accordingly to the Client;

Each Party shall treat Confidential Information as strictly confidential and neither Party shall disclose Confidential Information without the written consent of the other Party, except as permitted by Clauses 18.2 to 18.4;

Each Party shall be entitled to disclose Confidential Information without prior notice to the other:

• If required under applicable law and regulation, including of England and Wales;

• If requested by any government, law enforcement, supervisory or regulatory body or by any court, tribunal or other judicial or quasi-judicial body, in each case having jurisdiction over that Party;

• In order to disclose Payment data and information about Payments to the Intermediary Institutions;

• If the disclosure is to its professional advisers acting under a duty of confidentiality in relation to that Confidential Information.

FMPay is entitled to disclose Confidential Information about the Client to Intermediary Institutions;

Each of the Parties shall be entitled to disclose the fact of signing the Agreement without prior notice to the other;

Insofar as and to the extent that the same is permitted by law, all implied terms are excluded from the Agreement;

FMPay does not guarantee the completion of Payments; neither does it guarantee that the Intermediary Institution will complete the Payment. The Client agrees to assume the risk connected with such Payments and defend FMPay against and hold harmless from liability in this respect;

FMPay shall not be liable for any damage suffered by any third party, where such damage is caused by the Client’s failure to comply with its obligations under the Agreement;

The Payment Services and all their features, as well as FMPay Website, are provided on an ‘as is’, ‘as available’ basis. FMPay makes no representation of any kind whatsoever for the Payment Services or the content, materials, information and functions made accessible by the Payment Services. FMPay obligations are limited only to those expressly specified in the Agreement. FMPay does not grant warranties of any kind, either express or implied, as regards the Payment Services, FMPay Website or its content;

Both Parties agree that, to the extent permitted by law, FMPay shall not be liable for any direct or indirect loss, loss of revenue or anticipated profits, pure financial loss, damage to reputation resulting from or connected with the execution by FMPay (or persons it is responsible for) of obligations under the Agreement.

FMPay is liable for unauthorised Payments according to regulation 76 of the PSRs 2017 unless the Client has acted fraudulently or with intent or gross negligence failed to comply with the Agreement. Unless exceptions enshrined in regulation 77 of the PSRs 2017 apply, the Client is liable up to a maximum of 35 GBP (or equivalent in other currencies) for any losses incurred in respect of an unauthorised payment transaction;

FMPay shall not be liable for any damages arising from any events beyond FMPay’s reasonable control which are likely to interrupt, disorganise or disturb, totally or partially, the Payment Services of FMPay or Intermediary Institutions including (without limitation) acts of God, interruptions of telecommunications system, any industrial action, labour dispute fire, flood or storm, war, riot, civil commotion, security alert, act of terrorism or associated event, act of sabotage or vandalism, virus, compliance with any law or order, power cut failure, computer system malfunction including software hardware and internet connectivity, lockouts, boycotts and picketing, irrespective of FMPay being itself a party to the conflict or of its functions being only partly affected thereby, extraordinary fluctuations in any financial markets that may materially affect FMPay or the Client’s ability to perform obligations under the Agreement;

The Agreement is effective on the date the Client accepts the Agreement, by electronic means or otherwise, and both Parties execute Service Schedule;

Unless otherwise agreed in writing, the Agreement will continue in force until terminated by either Party, provided that FMPay may terminate the Agreement by giving the Client at least two (2) months written notice of its intention to terminate and the Client may terminate the Agreement by giving FMPay at least one (1) month written notice of its intention to terminate;

Without prejudice to the foregoing, FMPay reserves the right to exercise immediate termination of the Agreement:

• In the event of material changes in the business line or practices of the Client;

• If the Client violates the terms and conditions of the Agreement, including, but not limited to, failure to pay to FMPay any Fees, Other Charges, and/or amounts due under the Agreement or otherwise;

• If the Client, in FMPay’s reasonably exercised judgment, is or may be engaged in fraudulent or illegal activity;

• If the Client is insolvent or bankrupt, or goes into or commences proceedings for the liquidation or makes an agreement with its creditors generally;

• If the Client is a partnership, and the partnership ends;

• If the Client is a legal entity and control of the Client or its business changes;

• If any event or a series of events occur, which in FMPay’s sole and absolute discretion may affect the Client’s ability or willingness to comply with any of his obligations under the Agreement or may damage FMPay’s reputation or that of any Intermediary Institutions;

• If documents are requested from the Client and such documents are not received by FMPay within ten (10) Business Days from the date of the request;

• If the event outlined in Section 20 occurs and continues for a period of thirty (30) calendar days.

• In the event of the Client being inactive and/or not using Payment Services for a period of at least ninety (90)calendar days;

• In the event where the Client ha snot started transaction activity in ninety (90) calendar days upon receipt of the technical integration documentation.

Termination of the Agreement will not affect the liability of any of the Parties towards the other Party, existing at such date of termination, including but not limited to, any liability on the Client’s part in respect of Other Charges which are notified to FMPay at any time after the Agreement has ended;

If the Agreement ends, the Client must promptly return to FMPay all equipment and materials supplied by FMPay and must pay FMPay immediately all and any amounts due under the Agreement.

The relationship between Parties shall be governed by the laws of England and Wales;

All disputes shall be of the exclusive competence of the courts of England and Wales, both Parties waive any objection to the courts of England and Wales on the grounds of inconvenient forum or otherwise as regards proceedings in connection herewith and agree that a judgment or order of such a court shall be conclusive and binding on them and may be enforced against them in the courts of any other jurisdiction;

In particular, in the event of changes in the legal and regulatory framework of the financial sector, changes to banking practices or changes affecting the conditions on the financial markets, FMPay reserves the right at any time to amend and/or to add new provisions to the Agreement;

Should FMPay intend to amend the Agreement or to add new provisions, it will notify the Client indicating the Clauses it intends to modify or add, as well as the contents of these amendments or additions;

The Client is not permitted to assign any of its rights or delegate obligations under the Agreement unless FMPay provides written consent to the contrary;

The Agreement, including all Annexes, Schedules, Exhibits and Attachments hereto, constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof;

No provision of the Agreement shall be considered waived unless such waiver is in writing and signed by both Parties. No waiver of any provision in the Agreement, however, will be deemed a waiver of any subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or failure to enforce any term or condition of the Agreement will not in any way affect, limit, or waive Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof;