E-Money User Terms and Conditions

This Agreement is important, and You should read it carefully. It creates a legally binding agreement between You and Clear Junction Limited (“Clear Junction”, “Us”, or “We”) governing the basis upon which We issue electronic money and upon which We agree to provide certain payment services to You.

Clear Junction Limited is registered in England with registered number 10266827 and registered address Manfield House, 1 Southampton Street, London WC2R 0LR. Clear Junction is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 for the issuing of electronic money (reference number 900684).

In summary, the services We will provide to You will allow You to open an E-Money Account with Us through which You will be able to store, transfer and receive electronic money via the Platform Provider (as further defined below).

We advise You to read these terms and conditions and the Fee Schedule included in the Platform Terms and Conditions, which have been communicated to You via the Platform, carefully before accepting them.

1. Definitions

1.1        For the purposes of the E-Money Account Terms and Conditions, the following terms shall have the following meanings:

Accepted Payment Methods	means a Payment Transaction which is made by any Payment System that is accepted by Us in exchange for the issuing of e-money to Your E-Money Account.
Applicable Law	means any and all applicable laws, legislation, bye-laws, decisions, notices, statutes, orders, rules (including any rules or decisions of court), regulations, directives, edicts, schemes, warrants, local government rules, statutory instruments or other delegated or subordinate legislation and any directions, codes of practice issued pursuant to any legislation, voluntary codes, other instruments made or to be made under any statute and codes of conduct and mandatory guidelines (including in all cases those that relate to audit, accounting or financial reporting) and which have legal effect, whether local, national, international or otherwise existing from time to time, together with any similar instrument having legal effect in the relevant circumstances applicable to each Party.
Business Day	means a day other than a Saturday, Sunday or a public holiday in the City of London and the jurisdiction from which Your instructions are executed are normally open for business.
Corporate User	means a person who, at the time of entering into this Agreement, is a business which employs 10 or more people or which has a turnover or balance sheet that exceeds €2 million, or a charity with an annual income in excess of £1 million
Data Protection Laws	means any applicable law relating to the processing, privacy, and use of personal data, as applicable to a Party in relation to this Agreement including: (i) the UK Data Protection Act 2018 and the UK GDPR; the Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR) and, from the date of its becoming applicable, any legislation intended to replace the PECR and all Applicable Laws and regulations relating to the privacy, protection or processing of personal data, including where applicable guidance and codes of practice issued by the Information Commissioner and, as applicable, the equivalent of any of the foregoing in any relevant jurisdiction; (ii) the UK General Data Protection Regulation (UK GDPR): the retained version of Regulation (EU) 2016/679 (“GDPR”) as it forms part of the law of the United Kingdom, by virtue of section 3 of the European Union (Withdrawal) Act 2018, and as amended by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419); and (iii)  any guidance and/or codes of practice issued by any relevant Supervisory Authority, (to the extent that such codes of practice have legal effect in the UK) relating to data protection or the privacy of individuals, in each case as amended, supplemented or replaced from time to time. Data Controller, Processor, Sub-Processor Data Subject, Personal Data and Processing shall have the meanings given to those terms in Data Protection Laws (and related terms such as “process” shall have corresponding meanings).
EEA	means the European Economic Area.
Electronic Money or E-Money	means monetary value, which is stored electronically in an E-Money Account and which represents a claim on Clear Junction.
E-Money Account	means a non-interest-bearing electronic account maintained for the sole purpose of enabling You to make and receive transfers of Electronic Money issued by Clear Junction. An E-Money Account is not the same as a deposit account and is treated differently for legal and regulatory purposes.
E-Money Account Terms and Conditions	means this Agreement.
Exchange Rate	means the Clear Junction foreign currency spot exchange rate for buying or selling (as appropriate) the relevant currencies, as set by Clear Junction and which is notified to You by the Platform Provider.
Fees	means the sums payable by You in connection with all services offered under this Agreement.
Fee Schedule	means the document comprising all the Fees payable by for the use and management of an E-Money Account and in respect of Payment Transactions made using an E-Money Account. The Fee Schedule is included as part of the Platform’s pricing, which is included in the Platform General Terms and Conditions. Subject to clause 7.4 such fees will be payable by the Platform Provider.
Force Majeure Event	means each (or any combination of) event(s) beyond the reasonable control of a Party or its sub-contractor (the “Affected Party”) which does not relate to its fault or negligence, or that of its sub-contractors, and which prevents, hinders or delays it from or in performing its obligations under this Agreement. Force Majeure Event includes, without limitation: war (whether declared or not), civil war, pandemics officially declared by the World Health Organisation, sabotage or riots, revolution and terrorism, natural disasters such as violent storms, earthquakes, tidal waves, floods and/or lightning, explosions, fires and/or destruction of plant, machinery, and/or premises, external power failures, external telephone network failures, serious crime and evacuation, strikes and labour disputes of all kinds (except in case of each Party’s employees). For avoidance of doubt, Force Majeure also includes non-performance by suppliers, assignees, sub-contractors or any other party which enters into an arrangement with Clear Junction, where such non-performance is (i) caused by a change in the regulatory status, solvency status or licensing status of such party, or (ii) due to Clear Junction’s reasonable belief that there is or will be a change in the regulatory status or licensing status of such party, or (iii) due to Clear Junction’s reasonable concern about ability of such party to provide its service in a compliant and reliable manner;
Material Adverse Effect	means any effect which could reasonably be expected to materially and adversely affect the business, assets or financial condition of Clear Junction including (but not limited to) the ability of Clear Junction to comply with its obligations under this Agreement;
Party	means either You or Us (as the context dictates) and “Parties” shall mean both You and Us.
Payment Method	means the payment methods advised to you by the Platform Provider from time to time to enable you to make Payment Transactions.
Payment Transaction	means either a transfer of funds into your E-Money Account or a transfer of funds out of your E-Money Account.
Platform	means the website, app, API or other technological interface offered by the Platform Provider through which You are provided the functionality to manage Your E-Money Account.
Platform Provider	means the provider of the Platform with whom you have agreed the Platform General Terms and Conditions.
Platform General Terms and Conditions:	means the general terms and conditions of use of the Platform, concluded between You and the Platform Provider
Supervisory Authority	means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws

2. Commencement and duration

2.1        The E-Money Account Terms and Conditions shall come into effect on the day you accept this Agreement and shall remain in force until such time as they are terminated in accordance with clause 26.

3. Corporate Users

3.1        By accepting these terms and conditions you confirm that You are a Corporate User and You agree that to the extent the Payment Services Regulations 2017 apply in relation to any payment services being provided by Us under Agreement:

3.1.1  Part 6 and Regulations 66(1), 67(3), 67 (4), 75, 77, 79, 80, 83, 91, 92 and 94 of the Payment Services Regulations 2017 do not apply; and

3.1.2  a different time period, as detailed below, will apply for the purposes of Regulation 74(1) Payment Services Regulations 2017.

4. The E-Money Account ServiceS

4.1        These E-Money Account Terms and Conditions set out the conditions under which We will provide services to You.

4.2        The services that will be provided by Us under these E-Money Account Terms and Conditions shall include:

4.2.1  the opening and management of an E-Money Account,

4.2.2  issuing e-money to Your E-Money Account: issuing e-money to Your E-Money Account upon receipt of cleared funds paid to Us by an Accepted Payment Method,

4.2.3  crediting e-money to Your E-Money Account: following the execution of an e-money Payment Transaction in Your favour,

4.2.4  debiting e-money from Your E-Money Account: following the execution of an e-money Payment Transaction by You or the payment of any Fees pursuant to section 26.7 or section 15.3 of these E-Money Account Terms and Conditions,

4.2.5  redeeming e-money: making a Payment Transaction following a request by You to redeem some or all of the e-money held in Your E-Money Account.

4.3        Your E-Money Account shall not be subject to any overdraft, advance, credit or discount.

4.4        We will only consider offering you an E-Money Account where the requirements of clauses 5 and 6 below (as applicable) have been met.

4.5        Except where expressly stated in this Agreement, We exclude all conditions, warranties, terms and obligations, whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the services contemplated under this Agreement.

5. E-Money Account Eligibility

5.1        In order to be eligible for an E-Money Account as a legal entity, You must:

5.1.1  be a customer of the Platform Provider and maintain an ongoing relationship with it to access the Platform in accordance with the Platform General Terms and Conditions;

5.1.2  be carrying on business in the country of your incorporation or registration;

5.1.3  have legal capacity to both enter into this Agreement and meet all Your obligations under it;

5.1.4  not be subject to any ongoing insolvency, restructuring, liquidation or analogous process, nor be subject to any arrangement with Your creditors in any country; and

5.1.5  not be the subject of any national or international financial sanctions, be it in the UK or otherwise.

6. Opening an E-Money Account

6.1        In order to apply for an E-Money Account, you must follow the process advised to you by the Platform Provider on the Platform. Clear Junction will not accept applications directly for E-Money Accounts under this Agreement.

6.2        We will require You to provide Us with the documentation that We request (via the Platform Provider) as part of our opening an E-Money Account procedure.

6.3        In all cases, should Clear Junction or the Platform Provider require any additional documents or information concerning You (or in the case of a legal entity any beneficial owner), you shall provide this in a timely manner. Failure by You to provide any requested documentation or information, or if provided outside any advised timeline, will result in Your application for an E-Money Account being rejected.

6.4        You must provide Us with bank or payment account information relating to an account opened in Your name with a bank or payment account provider established in the UK, EEA or in a third country that We consider acceptable as it has equivalent AML rules (a “Nominated Account”).

6.5        We will consider Your application and confirm via the Platform whether it has been successful as soon as reasonably possible. If Your application is successful, We will open an E-Money Account in Your name.

6.6        We may, in our sole discretion without stating reasons and without liability to you, refuse an application by You to register and to open an E-Money Account.

6.7        Where We accept your application and an E-Money Account is opened for You, You may access Your E-Money Account by logging in to the Platform with the username and password You have set with the Platform Provider directly. Clear Junction shall not provide any functionality for You to access the E-Money Account directly using Clear Junction’s own systems.

6.8        Where an E-Money Account is opened for You, both the currency (or currencies) in which the E-Money Account supports and the payment details for the E-Money Account will be notified to You by the Platform Provider in the Platform.

6.9        We will only accept applications from customers of the Platform Provider. If You use a third party to apply for an E-Money Account, it is Your responsibility to ensure such third party has a relevant agreement in place with Us. Where there is no relevant agreement between Us and the third party through which you have applied, we reserve the right to refuse an application or immediately terminate any E-Money Account.

7. Operation of the E-Money Account

7.1        E-money will be issued to You by Us and credited to your E-Money Account when we receive cleared funds by an Accepted Payment Method.

7.2        You expressly consent to the Platform Provider passing to us and receiving from us all transaction information and communications regards Your E-Money Account, and acting on Your behalf to provide Us with instructions from You in relation to any Payment Transactions You wish to make.

7.3        Any E-Money transferred to You by a third party as a result of a Payment Transaction will be credited to Your E-Money Account.

7.4        Any sums debited from Your E-Money Account outside Payment Transactions will be as a result of:

7.4.1  the reversal or rejection of a Payment Transaction into or from your E-Money Account; or

7.4.2  circumstances where we have terminated our agreement(s) with the Platform Provider and therefore you are liable for the payment of any outstanding fees in accordance with the Fee Schedule.

7.5

7.6        We may refuse to process any Payment Transaction or to issue E-Money at our discretion and without this decision giving rise to any liability to You. Where possible (and subject to Applicable Law), To the extent legally and practicably possible, we will, upon request, provide You with the reasons for refusing to process any Payment Transaction or to issue E-Money.

7.7        In the event that You receive funds into the E-Money Account that were not intended to be paid to You, We may provide information about the transaction to the paying party’s (the sender’s) payment service provider if requested to enable them to trace the misdirected payment. If the payment has been sent to the E-Money Account by mistake and You do not agree to return that payment or an equivalent amount to the sender of the misdirected payment, We may provide the sender’s payment service provider with Your details if requested so that the sender may contact You directly.

8. Execution of Payment Transactions and Redemptions

8.1        To request that We make a Payment Transaction from your E-Money Account, you must provide instructions in relation to such Payment Transaction via the Platform. You must provide all information specified by the Platform, in the required form, in connection with each Payment Transaction.

8.2        Before submitting a payment instruction to Us, You must ensure that You have sufficient e-money available in Your E-Money Account to cover the Payment Transaction amount, otherwise We will refuse the Payment Transaction.

8.3        Subject to clause 24, You may redeem some or all of the e-money held in Your E-Money Account at any time via the Platform.

8.4        Clear Junction shall be deemed to have received submitted instructions for a Payment Transaction in accordance with the following timeframes:

8.4.1  In all cases:

(a)     if an instruction is submitted before 1600 (London time) on a Business Day, it will be deemed to be received on that Business Day;

(b)     if an instruction is submitted after 1600 (London time) on a Business Day, it will be deemed to be received on the next applicable Business Day;

(c)     if an instruction is submitted on day that is not a Business Day, it will be deemed to be received on the next applicable Business Day;

You may not withdraw Your consent to a Payment Transaction under this clause 8 after it has been deemed to be received.

8.5        Subject at all times to any delays due to compliance or operational checks, funds actually received into an E-Money Account will be cleared and available for use in line with the following timescales:

8.5.1   where:

(a)    the transaction does not involve a currency conversion;

(b)    the transaction involves only a single currency conversion between pounds sterling, the euro and/or another EEA Member State currency;

(c)     the transaction involves only a currency conversion between two other EEA Member State currencies; or

(d)    Clear Junction is carrying out the Payment Transaction on behalf of the payer as well as Client;

funds paid into an E-Money Account will be cleared and available for use immediately after that amount has been credited to the E-Money Account.

8.5.2         in any other circumstances funds will be made available no later than the second Business

8.6        Clear Junction may also debit Your E-Money Account to collect any Fees owed by You under this Agreement.

9. Fees

9.1        The services offered under the E-Money Account Terms and Conditions are provided subject to You paying all Fees in accordance with the Platform General Terms and Conditions.

10. Service Availability and Data Security

10.1     Clear Junction makes no representation, warranty or other assurance as to the availability of the Platform. You acknowledge that Your access to the Platform and Your rights in relation to it are the subject of a separate agreement between You and the Platform Provider, and which Clear Junction is not a party to.

10.2     We reserve the right, without notice, to temporarily suspend access to Your E-Money Account for technical, security or maintenance reasons, without these operations entitling You to any compensation.

10.3     As the Platform is operated by the third-party Platform Provider, We shall not be held liable by You for any errors, omissions, interruptions or delays in operations carried out via the Platform other than where solely due to matters under our control. We shall also not be held liable for any theft, loss or unauthorised communication of data resulting from unauthorised access to the Platform.

10.4     The Platform Provider is responsible for the security and confidentiality of data exchanged when using the Platform in accordance with the Platform General Terms and Conditions. We are responsible for the security and confidentiality of data that We exchange directly with You as part of the E-Money Account Terms and Conditions for the creation and management of Your E-Money Account, as well as any Payment Transactions associated with Your E-Money Account.

11. E-Money Account Security

11.1     Your E-Money Account is provided to You personally and is not for use by any third party in any circumstances.

11.2     You must take all reasonable steps to keep Your E-Money Account security credentials safe and prevent fraudulent use of Your E-Money Account. For example, You should keep information relating to Your E-Money Account in a safe place, You should not write down Your login and password in a way in which it could be accessed or used by someone acting without Your permission and You should take care to ensure that other people do not oversee or hear You using Your login and password.

11.3     Your E-Money Account is accessible only via the Platform with the same login details used for access to Your personal Platform account. Therefore, You must inform Us via the Platform of the loss or theft of Your login details, or the misappropriation or any unauthorised use of them without undue delay in order to request that the login details be blocked.

11.4     We are entitled to immediately suspend or withdraw Your right to make Payment Transactions from Your E-Money Account where We have reasonable grounds to believe that there may be a breach in the security of Your E-Money Account details, We suspect the unauthorised or fraudulent use of Your E-Money Account details, or due to Applicable Law.

11.5     Where We decide to take action contemplated under clause 12.4 above, We will write to the Platform informing them that We intend to do so and setting out our reasons for taking this action. If We are unable to inform the Platform immediately, We will inform them at the earliest reasonable opportunity. We will not inform the Platform where this would compromise our security measures or is otherwise contrary to Applicable Law. You understand that we have no further obligation to inform You  where We decide to take action contemplated under clause 12.4 above beyond the obligations set out in this clause. You agree that We take no responsibility for the Platform actions or omissions in informing You once we have informed them.

12. Disputed Payment Transactions

12.1     For any concerns relating to the Payment Transactions executed by Us as part of these E-Money Account Terms and Conditions, You are advised to contact us in accordance with clause 19 below.

12.2     If a Payment Transaction is executed by Us with errors due to our fault, the Payment Transaction will be cancelled, and Your E-Money Account will be restored to its situation prior to execution of the Payment Transaction. The Payment Transaction will then be executed again correctly.

12.3     If You wish to dispute a Payment Transaction You must contact Us in accordance with clause 19 below, without undue delay following Your becoming aware of the anomaly. You must notify us no later than 2 months following the date of the relevant Payment Transaction. After validation of the legitimacy of Your request, We will cancel the Payment Transaction and apply a temporary credit to Your E-Money Account in order to restore it to the state in which it would have been if the disputed transaction had not been carried out. After an investigation into the validity of the dispute, We will consequently adjust Your E-Money Account and are authorised to reverse any E-Money Account entry that has been unduly made.

12.4     Provided You have not acted fraudulently, or with intent or gross negligence failed to use Your E-Money Account in accordance with the E-Money Account Terms and Conditions, where an unauthorised Payment Transaction is made from Your E-Money Account You will be liable up to a maximum of £35 for any losses incurred as a result of unauthorised Payment Transactions arising:

12.4.1       from the use of Your E-Money Account details when these have been lost or stolen; or

12.4.2       where You have failed to keep Your E-Money Account details safe.

12.5     Except where You have acted fraudulently or with gross negligence, You will not be liable for any losses incurred in respect of unauthorised Payment Transactions:

12.5.1       arising after You have notified Us of the loss, theft, misuse, misappropriation or unauthorised use of Your E-Money Account details; or

12.5.2       where We have failed to provide You with the appropriate means to notify Us (unless this is due to abnormal and unforeseen circumstances beyond our control or as a result of our compliance European or national law); or

12.5.3       where Your E-Money Account details have been used in connection with certain types of distance contract.

12.6     You will be liable for all losses incurred in respect of an unauthorised Payment Transaction where You:

12.6.1       have acted fraudulently; or

12.6.2       with intent or gross negligence have failed to comply with the terms of the E-Money Account Terms and Conditions (including in relation to notifying Us of the loss, theft, misappropriation or unauthorised use of the payment instrument).

13. Limitation of liability and indemnity

13.1     Subject to clause 13, You shall indemnify and hold harmless Clear Junction and any member of the Clear Junction Group from and against any and all losses, damages, liabilities, claims, demands, actions, proceedings, judgements, costs and expenses (including  legal fees and expenses) that it may suffer or incur arising from or in connection with the E-Money Account Terms and Conditions, including without limitation acting on any instruction, except that Clear Junction or any member of the Clear Junction Group (as applicable) shall not be indemnified for its own fraud, negligence or wilful default.

13.2     You acknowledge that the foregoing indemnity shall include (but not be limited to) all costs incurred by Clear Junction in relation to handling complaints arising from third party payers who remit funds to Your E-Money Account in exchange for your goods or services. Such costs may include (but not be limited to) the case fees of the Financial Ombudsman Service, save in instances where a complaint is upheld against Clear Junction in relation to its own conduct.

13.3     Subject to clauses 13.4 and 13.5, Clear Junction will not be liable for any losses incurred by You or any other person, except for losses incurred by You resulting directly from Clear Junction’s fraud, negligence, wilful default or system failures which result from our sole wrongdoing. The foregoing limitation of liability shall include (but not be limited to) losses arising in connection with Clear Junction acting on any instructions You pass to Us via the Platform, the unavailability or non-functioning of the Platform, Us suspending any services under this Agreement, or Us refusing an instruction for a Payment Transaction.

13.4     In no event shall Clear Junction have any liability for any loss of profits, business or opportunity or any indirect or consequential losses as a result of the provision of, or failure to provide, the services contemplated under this Agreement.

13.5     Each Party agrees that neither Party nor any of its officers, employees or agents shall be liable for the acts or omissions of the other Party, nor its officers, employees or agents.

14. Your warranties and undertakings

14.1     You warrant on an ongoing daily basis for the duration of the E-Money Account Terms and Conditions that:

14.1.1       You meet all the eligibility requirements set out at clause 5.1 above;

14.1.2       You are acting on Your own behalf;

14.1.3       all information You have provided to Us remains true, complete, accurate and up to date; and

14.1.4       no element of Your account or profile (as applicable) on the Platform affects the rights of third parties or is contrary to the law, public order and morality.

14.2     You undertake not to:

14.2.1       Operate Your E-Money Account illegally or in any manner that could damage, disable, overload or alter the Platform or Clear Junction’s own systems;

14.2.2       Impersonate the identity of another person or entity, falsify or conceal his/her identity or his/her age or create a false identity; or

14.2.3       Disseminate personal data or information relating to a third party, such as postal addresses, telephone numbers, email addresses and bank account details.

14.3     You undertake to notify us of any change to Your Nominated Account.  In the event that Your Nominated Account is closed or unavailable to receive Payment Transfers a monthly fee 1% of the monthly average end of day credit balance of Your E-Money Account will be payable.  This fee shall be deducted from Your e-Money Account balance automatically on the last working day of each month until We are notified of a new Nominated Account.

15. Right of withdrawal

15.1     You have 14 (fourteen) calendar days to exercise Your right of withdrawal, without having to justify any reason or pay any penalty. This withdrawal period takes effect from the date that Your application is accepted by Us.

15.2     You must notify Your withdrawal request to Us within the allotted period by contacting Us in accordance with clause 19.

15.3     Where You choose to exercise Your right of withdrawal, the E-Money Account Terms and Conditions will be terminated immediately at no cost to You.

16. Prevention of money laundering and terrorist financing

16.1     Applicable Law requires us to obtain information from our customers about any Payment Transaction or customer relationship with respect to the origin, purpose and destination of the Payment Transaction or opening of an E-Money Account. Furthermore, We must carry out all due diligence required for identifying our customers and, if necessary, the beneficial owner(s) of the E-Money Account and/or Payment Transactions associated with it.

16.2     We may terminate or postpone, at any time, the use of login details, access to an E-Money Account or execution of a Payment Transaction in the absence of any sufficient information about its purpose or nature, or the identity of any party relating to that Payment Transaction. Such termination or suspension shall be notified as soon as practicable to You (in advance where possible), provided that Clear Junction shall be under no obligation to provide any such notification where notification would or might cause Clear Junction to be in breach of any Applicable Law.

16.3     Sometimes legal or regulatory authorities or banking partners require additional information, either in respect of organisations or particular Payment Transactions. You agree to supply at any time all such reasonable information which:

16.3.1       We or any legal or regulatory authority or one of Clear Junction’s banking partners may require; or

16.3.2       which We are required to supply to any legal or regulatory authority or any of Our banking partners in relation to You or any Payment Transaction, and which is in Your possession.

17. Data protection 

17.1     The Parties agree that You shall be the Controller and Clear Junction shall be the Processor in respect of any Personal Data which is received from or on Your behalf by Clear Junction in connection with this Agreement (“Your Personal Data”).

17.2     Each Party shall comply with Data Protection Laws and its relevant obligations under this Agreement.

17.3     You warrant, represent and undertake to Clear Junction, that:

17.3.1       You shall perform Your obligations under this Agreement with all due care and skill and in accordance with all Applicable Law and shall take such steps as may be required to ensure that in discharging or performing You obligations pursuant to this Agreement, the provisions of applicable Data Protection Laws are complied with;

17.3.2       all data sourced or provided by You for use in connection with the services provided under this Agreement shall comply in all respects with Data Protection Laws, including in terms of its collection, storage and processing;

17.3.3       You have provided all of the required fair processing information to, and have obtained all necessary consents from, Data Subjects, or otherwise have satisfied Yourself that You have a legitimate basis under Data Protection Laws, in order for the use of Your Personal Data by Clear Junction, including the transfer of the Your Personal Data to International Recipients pursuant to clause 18.10, to the extent reasonably required in order to provide the services under this Agreement, and such other uses as may be required by applicable law; and

17.3.4       all instructions given by You to Clear Junction in respect of Personal Data shall at all times be in accordance with Data Protection Laws.

17.4     Where Clear Junction processes Your Personal Data on Your behalf, unless required to do otherwise by applicable law, Clear Junction shall process Your Personal Data only on and in accordance with Your documented instructions.

17.5     Clear Junction shall implement and maintain appropriate technical and organisational measures in relation to the processing of Your Personal Data by Clear Junction:

17.5.1       such that the processing will meet the requirements of Data Protection Laws; and

17.5.2       so as to ensure a level of security in respect of Your Personal Data processed by it that complies with the requirements regarding security of processing set out in the Data Protection Laws.

17.6     Clear Junction shall assist You in the fulfilment of Your obligations to respond to Data Subject Requests relating to Your Personal Data by ensuring that all Data Subject Requests it receives are recorded and then referred to You as soon as reasonably practicable.

17.7     Clear Junction shall not engage any additional Sub-Processor to perform specific processing activities in respect of Your Personal Data on Your behalf without prior notice being given to You. Clear Junction appoint a new Sub-Processor under a binding written contract which imposes materially the same data protection obligations as are contained in this Agreement on the Sub-Processor. Notwithstanding the foregoing:

17.7.1       if and to the extent You request that Clear Junction sends any of Your Personal Data to a third party, including a third party located outside the EEA, for the purposes of providing the services under this Agreement or otherwise in order to comply with applicable law, then You will be deemed to have consented to such Sub-Processing; and

17.7.2       You hereby consent to Clear Junction engaging any of its affiliates (and any contractors of Clear Junction or its affiliates) or existing Sub-Processors to perform processing activities in respect of Your Personal Data on Your behalf in connection with this Agreement,

and in each case the provisions of this Agreement shall constitute Your instructions with respect to such Sub-Processing in accordance with clause 18.4.

17.8     Clear Junction shall ensure that all Clear Junction’s personnel processing Your Personal Data are subject to a binding written contractual obligation with Clear Junction to keep Your Personal Data confidential (except where disclosure is required in accordance with applicable law, in which case Clear Junction shall, where not prohibited by applicable law, notify You of any such requirement before such disclosure).

17.9     Clear Junction shall provide reasonable assistance, information and cooperation to You to ensure compliance with the Your obligations under Data Protection Laws with respect to: (i) security of processing; (ii) notification by You of breaches to the Supervisory Authority or Data Subjects; and (iii) data protection impact assessments required under Data Protection Laws and prior consultation with a Supervisory Authority regarding high risk processing, provided that in each case You shall pay Clear Junction’s reasonable costs for providing the assistance in this clause 18.9.

17.10  You agree that Clear Junction may transfer Your Personal Data to third parties, including to countries outside the EEA or to any international organisation (an “International Recipient”), to the extent reasonably required in order to provide the services under this Agreement and otherwise as may be required by applicable law provided that Clear Junction shall ensure that any such transfer to an International Recipient (and any onwards transfer) is effected in a manner that complies with Data Protection Laws. The provisions of this Agreement shall constitute Your instructions with respect to such transfers in accordance with clause 18.4.

17.11  Clear Junction shall maintain written records of all categories of processing activities carried out on Your behalf containing such information as required under Data Protection Laws (“Processing Records”), and shall make available to You on request in a timely manner such information (including the Processing Records) as is reasonably required by You to demonstrate compliance by Clear Junction with its obligations under Data Protection Laws and this Agreement, which You may disclose to the Supervisory Authority.

17.12  Clear Junction shall allow for audits, including inspections, conducted by You or another auditor mandated by You for the purpose of demonstrating Clear Junction’s compliance with its obligations under Data Protection Laws, subject to the You giving Your reasonable prior notice of such audit and/or inspection, and ensuring that any auditor is subject to binding obligations of confidentiality and that such audit or inspection is undertaken so as to cause minimal disruption to Clear Junction’s business and other customers.

17.13  You shall pay Clear Junction’s direct costs of allowing or contributing to audits or inspections under clause 18.12.

17.14  In the event of Clear Junction becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any of Your Personal Data (actual or suspected) related to the services provided under this Agreement or this Agreement, Clear Junction shall notify You of the breach without undue delay and shall assist You with anything You reasonably need in relation to such breach.

17.15  Clear Junction shall, at Your written request, either securely delete or return all Your Personal Data to You within a reasonable time after the end of the provision of the relevant services under this Agreement related to processing or, if earlier, the processing by Clear Junction of any of Your Personal Data is no longer required for Clear Junction’s performance of its obligations under this Agreement, and securely delete existing copies (unless storage of any data is required by Applicable Law).

18. Notices

18.1     All communications made by Us respect of the E-Money Account Terms and Conditions and any payment services provided by Us will be in English. You must correspond with Us in English too.

18.2     Any notice given or communication made by either party to the other under these E-Money Account Terms and Conditions shall be made:

18.2.1       firstly, via the electronic messaging function of the Platform, or if that is not available;

18.2.2       by e-mail or, should the circumstances require otherwise;

18.2.3       by recorded first-class post.

18.3     Where You send Us any notice or communication via the Platform, we shall be deemed to have received this at such time as it is passed to Us by the Platform Provider, provided that is on a Business Day, otherwise it shall be at the beginning of Our normal working hours on the next Business Day.

18.4     Where we send You any communication via the Platform, You shall be deemed to have received it at the time such message is posted to the Platform, irrespective of whether You have actually read it.

18.5     We shall have no liability to You in any circumstances, should the Platform Provider either fail to pass on communications on Your behalf, or corrupt the contents of such communications in transmission.

18.6     Where communications are sent by email, these shall be deemed received at the time of transmission, provided that is within Clear Junction’s normal working hours on a Business Day. Otherwise, the communication shall be deemed to be received at the beginning of Our normal working hours on the next Business Day.

18.7     Where provided by email, any communications shall be sent:

18.7.1       in the case of Clear Junction, to support@clearjunction.com; and

18.7.2       in Your case, to the email address recorded for You on the Platform from time to time, or as otherwise held by either Us or the Platform Provider.

18.8     Where any communication is sent by post, this shall be deemed to be received on the later of (i) the second Business Day after posting, or (ii) where records of the postal service used indicate a delivery later than this, at such time as the records show the communication was actually delivered.

18.9     Where provided by post, any communications shall be sent:

18.9.1       in the case of Clear Junction, to its registered address from time to time; and

18.9.2       in Your case, to the postal address recorded for You on the Platform from time to time, or as otherwise held by either Us or the Platform Provider.

19. Force majeure

19.1     If a Party (the “Affected Party”) is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event, its obligations under this Agreement shall be suspended while the Force Majeure Event continues to the extent that the Force Majeure Event prevents, hinders or delays its performance of those obligations.

19.2     Neither Party shall be liable for any loss or damage to the other for any contravention of any requirement imposed on it or the other party by or under the Payment Services Regulations 2017 or for any breach of any corresponding or derivative contractual obligation where (i) such contravention or breach is due to abnormal and unforeseeable circumstances beyond the relevant party’s control, the consequences of which would have been unavoidable despite all efforts to the contrary; or (ii) in the case of Clear Junction, such contravention or breach is due to its obligations under any Applicable Law.

19.3     If the period of delay or non-performance arising due to a Force Majeure Event continues for 4 weeks, then the Party not affected may terminate this Agreement by giving 7 calendar days’ written notice to the Affected Party.

19.4     Nothing under this clause 20 shall permit the suspension, delay, limitation, or other reduction of Your obligation(s) to pay all Fees due to Us.

20. Location of services

20.1     Clear Junction is a UK-based firm that offers its services (including those under this Agreement) electronically, even where this is on a cross-border basis. Notwithstanding the location of the Platform Provider in a territory other than the UK, both Parties acknowledge that all services offered by Clear Junction under this agreement shall be provided from the UK.

21. Protection of funds

21.1     Your funds exchanged for e-money shall be safeguarded for such period and in such manner as required under Applicable Law.

22. Suspension of services

22.1     Clear Junction may, for a period of time it determines in its sole discretion, withhold, delay or place such restrictions as it considers appropriate on any/all services provided under this Agreement (including your access to any E-Money Account) or any part of its functionality, or refuse to act on an instruction in relation to a Payment Transaction where:

22.1.1       We know or reasonably suspect that your use of an E-Money Account, or a Payment Transaction:

(a)     is fraudulent or involves any criminal activity;

(b)     involves money laundering or relates to money laundering activities; or

(c)     is otherwise in breach of Applicable Law,

22.1.2       any Payment Transaction is significantly larger in size, or together with other recent Payment Transactions, is significantly larger in volume than expected;

22.1.3       Clear Junction, acting reasonably, considers it needs to carry out due diligence on any Payment Transaction;

22.1.4       You fail to pay any Fees in accordance with the provisions of clause 15.3;

22.1.5        access to the Platform is suspended under the Platform General Terms and Conditions;

22.1.6       Clear Junction, or any member of the Clear Junction Group has exercised its right under any other agreement with You to withhold, delay or restrict services under such agreement;

22.1.7       Clear Junction is obliged to do so as a result of any Applicable Law or the direction of any competent authority or regulatory body; or

22.1.8       Clear Junction reasonably believes that it is necessary to do so in order to:

(a)     protect the security of an E-Money Account, including circumstances where any Security Credentials have been lost or stolen;

(b)     maintain, or otherwise prevent damage to, any relationships between Clear Junction, or any member of the Clear Junction Group, and any third party (including but not limited to its suppliers, regulators, Representatives or other Clients); or

(c)     prevent or limit damage to the reputation of Clear Junction, any member of the Clear Junction Group and/or the Representatives of the foregoing.

22.2     In the case of any such withholding, delay, restriction, suspension or refusal described in this clause 24.1, Clear Junction shall to the extent reasonably practicable and lawfully permitted:

22.2.1       make reasonable efforts to notify You of the same (in the manner in which Clear Junction considers most appropriate); and

22.2.2       provide the reasons for such withholding, delay, restriction, suspension or refusal.

22.3     Any suspension withholding, delay, or restriction of services under this clause 24 shall be without prejudice to the rights of Clear Junction to terminate the agreement in accordance with clause 26.

22.4     Should Clear Junction choose to resume the provision of any services withheld, delayed, restricted suspended or refused in accordance with this clause 24, it shall be entitled to provide You with one or more new E-Money Accounts in substitution for those previously opened in Your name.

23. Amendment of the E-Money Account Terms and Conditions

23.1     We reserve the right to amend the E-Money Account Terms and Conditions by providing you with 1 months’ notice prior to any amendment becoming effective. Upon expiry of the 1 month notice period, any such amendments shall be binding upon You without further notice.

23.2     If You do not agree to any such amendments, You have the right to terminate these E-Money Account Terms and Conditions immediately without any charge before the amendments enter into force. If You wish to refuse the proposed amendments You must notify Us of the refusal by written notice prior to the amendments coming into force.

23.3     In case of a refusal of the amendments by You, this refusal will result in the termination of the E-Money Account Terms and Conditions, at no cost, and in the transfer of the money held in Your E-Money Account to Your Nominated Account.

23.4     If You do not notify Us of Your intention to refuse the amendments, You will be deemed to have accepted them and the relationship between You and Us shall be governed by the new version of the E-Money Account Terms and Conditions.

23.5     It is therefore important that You read Your e-mails and regularly read the E-Money Account Terms and Conditions available on the Platform at any time.

24. Termination

24.1     You may terminate the E-Money Account Terms and Conditions at any time, subject to You providing Us with a period of thirty (30) calendar days’ notice. Where Your relationship with the Platform Provider ends, or the Platform General Terms and Conditions are otherwise terminated, We shall treat this as Your irrevocable notice to Us that You intend to terminate this Agreement and we shall be entitled to close Your E-Money Account immediately.

24.2     In circumstances not described in the rest of this clause 26, We may terminate the E-Money Account Terms and Conditions at any time, subject to providing You with a period of two (2) months’ notice.

24.3     We may also terminate this Agreement on giving three (3) Business Days written notice to You where:

24.3.1       any event or series of events occurs which, in the opinion of Clear Junction has or might have a Material Adverse Effect on it or any member of the Clear Junction Group;

24.3.2       Clear Junction has withheld, delayed, restricted suspended or refused to provide any or all of the services under this Agreement in accordance with clause 24 and such withholding, delay, restriction, suspension or refusal has continued for a period of ten Business Days or more;

24.3.3       You default under any other agreement between You and Us or another member of the Clear Junction Group, and such default entitles Clear Junction or the member of Clear Junction’s Group (as applicable) to terminate that agreement (whether or not such terminated right has been exercised);

24.3.4       You fail to provide sufficient information to Clear Junction as requested or required under this Agreement;

24.3.5       the risk of Clear Junction breaching any requirements of Applicable Law (including but not limited to those relating to anti-money laundering) as a result of its interactions or ongoing association with You significantly increases above the risk level that was assessed at the outset of the business relationship; and/or

24.3.6       You fail to comply with any term of clause 17 of this Agreement.

24.4     Any termination of this Agreement shall also constitute the closure of Your E-Money Account.

24.5     In order to terminate the E-Money Account Terms and Conditions, the relevant Party shall transmit a notice of termination to the other Party in accordance with clause 19.

24.6     Following termination of the E-Money Account Terms and Conditions, any e-money held in Your E-Money Account will be redeemed without undue delay and transferred to Your Nominated Account (after deduction of any Fees due and payable to Us). After having transferred the respective funds to Your Nominated Account, We will have no further obligations towards You, save as otherwise expressly provided under this Agreement.

24.7     If We are unable to transfer a credit balance to You following a termination of this Agreement (for whatever reason), We will retain the credit balance as a debt owed to You until We are notified of a valid payment account (which would be capable of satisfying the requirements of a Nominated Account) to which We can transfer the funds. You shall indemnify Clear Junction for any costs We incur as a result of having to retain this balance and permit and instruct Clear Junction to deduct such amounts from the funds prior to returning them to You. Furthermore, for each month (or part thereof) after the first in which Clear Junction has attempted to transfer the balance, Clear Junction shall apply a fee of up to 1% of the credit balance, which shall be deducted from such balance automatically.

24.8     You acknowledge that Clear Junction is not required to redeem any e-money from Your E-Money Account where You make a request for redemption more than six years after the date of termination of the E-Money Account Terms and Conditions.

25. Survival of clauses following termination

25.1     Termination of this Agreement (howsoever occurring) shall not affect any Party’s accrued rights or liabilities (including but not limited to the obligation to pay any Fees) or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination.

26. Complaints and alternate dispute resolution

26.1     For any complaint relating to the provision of an E-Money Account to You or any Payment Transactions executed by Us as part of these E-Money Account Terms and Conditions, You must contact Us in accordance with the provisions of clause 19 below.

26.2     If You are not happy with the way in which We have handled Your complaint, or the result, You may be able to complain to the Financial Ombudsman Service, who offer an independent review service. In order to raise a matter with the Financial Ombudsman Service, You must meet its “eligible complainant” rules. If You don’t take up Your problem with Us first, You also won’t be entitled to complain to the Ombudsman.

27. Assignment and transfer of rights

27.1     Clear Junction may at any time assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under this Agreement.

27.2     You shall not assign, transfer, charge, create a trust over or otherwise deal in Your rights and/or obligations under this Agreement (or purport to do so) without Clear Junction’s prior written consent.

27.3     Unless otherwise stated in this Agreement, neither Party’s liability to the other Party shall be affected by any assignment, transfer, charge, subcontract, delegation, declaration of trust or other dealings under clause 29.1 or 29.2.

28. Subcontracting

28.1     Clear Junction may subcontract its obligations under this Agreement to any other party, provided that it gives prior written notice of such subcontracting to You.

28.2     You may not subcontract Your obligations under this Agreement to any other party without Clear Junction’s prior written consent.

29. Enitre Agreement

29.1     The E-Money Account Terms and Conditions constitutes the entire agreement concluded between the Parties for the provision of all services contemplated herein.

29.2     You may, at any time and at no cost to You, obtain a copy of the E-Money Account Terms and Conditions by accessing the Platform or by contacting the Platform Provider or Us.

30. Severability

30.1     If any of the provisions of these E-Money Account Terms and Conditions are considered invalid or unenforceable, it shall be deemed unwritten and shall not affect or invalidate the remaining provisions.

30.2     If one or more provisions of these E-Money Account Terms and Conditions become obsolete or are declared as such by a law, a regulation or following a final ruling made by a competent jurisdiction, the other provisions shall retain their binding force and scope. Provisions declared null and void shall be replaced by provisions closest in meaning and scope to those initially agreed.

31. No waiver

31.1     A failure or delay by Clear Junction to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.

31.2     A waiver by either Clear Junction of any breach of or default under this Agreement shall not be considered a waiver of a preceding or subsequent breach or default.

31.3     A purported waiver or release by Clear Junction under this Agreement is not effective unless it is a specific authorised written waiver or release.

32. Remedies not exclusive

32.1     Except as expressly provided under this Agreement, the rights and remedies contained in this Agreement are cumulative and are not exclusive of any other rights or remedies provided by law or otherwise.

33. No partnership

33.1     No action taken by either of the Parties under this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties or as constituting You as the agent of Clear Junction for any purpose whatsoever.

34. Third parties

34.1     Unless the right of enforcement is expressly granted, it is not intended that any provision of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

35. Applicable law and competent jurisdiction

35.1     These E-Money Account Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales. Each Party agrees to submit any dispute which may arise out of, under, or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) to the exclusive jurisdiction of the courts of England and Wales.