Generating Account Reference Numbers

The following definitions shall apply to this Annex:

Account Reference Number: means an international payment account reference used by a relevant financial institution to identify an individual payment account. Such account reference may consist of both alpha and numeric characters and the format may differ according to the institution of issue.

Bank: a credit institution that holds funds paid by Client or any Permitted Third Parties into the Payment Account for the purposes of Clear Junction providing the Payment Services to Client. These funds are held in a client money account that has been opened for this purpose. Clear Junction reserves the right to select any credit institution that meets the eligibility criteria defined by the FCA for client money safeguarding purpose;

Clients will be given one of the following Payment Options (as stated in the Order Form)

A. Generating Account Reference Numbers for Customers of the Client

This shall apply where the Parties agree the Client is provided with the Payment Option to provide its Customers with details of virtual Account Reference Numbers to enable such Customers to make payments to a Payment Account.

1. Generation of Account Reference Number
   1. Clear Junction will provide the functionality for payers to credit a Payment Account via Payment Transactions and for the Client to initiate Payment Transactions to a payee. Subject to this Annex 1, Clear Junction will generate one or more Account Reference Numbers which will be solely associated with a Payment Account.
   2. Subject to this Annex 1, Clear Junction will generate an Account Reference Number for a Payment Account on request from Client. Each Account Reference Number generated will be in addition to any previously generated Account Reference Numbers and shall not replace any previous Account Reference Numbers unless the Parties agree otherwise.
   3. Clear Junction will only generate an Account Reference Number if:
      1. Client identifies the Customer to which it will link the Account Reference Number;
      2. unless the Parties agree that the new Account Reference Number will be replacing an Account Reference Number previously generated under this Agreement, the Customer to which the Account Reference Number will be linked is not currently linked to an existing Account Reference Number under this Agreement;
      3. Client complies with the requirements of this Annex in respect of the Customer; and
      4. Clear Junction has satisfied itself of that Customer’s identity, and successfully carried on an assessment of the Customer and their transactions as required under the AML Requirements.
   4. Client is required to:
      1. ensure that any terms and conditions it has with any Customer it intends to link an Account Reference Number to explicitly inform the Customer that:
         1. they will not have a direct contractual relationship with Clear Junction;
         2. Clear Junction is providing services solely to the Client;
         3. the Customer has no form of rights in respect of Clear Junction’s agreement with the Client;
         4. include provisions that are, at least, equivalent to those set out in this Agreement;
         5. do not include any provisions which would result in the Client and/or Customer doing or omitting to do anything which would contravene the requirements in this Agreement; and
         6. require the Client to request Clear Junction disable the Account Reference Number linked to the Customer in the event of their insolvency (or analogous proceedings).
      2. notify Clear Junction as soon as practicable if:
         1. there are legal proceedings between the Client and any Customer it has linked an Account Reference Number to;
         2. a Customer that is linked to an Account Reference Number becomes insolvent (or subject to analogous proceedings) and that it wishes to request that the relevant Account Reference Number be disabled; or
         3. it has reasonable grounds to limit, suspend or terminate its relationship with a Customer it has linked an Account Reference Number to on the basis of regulatory or reputational risk concerns (including in relation to compliance with the AML Requirements).
2. Additional WarrantiesWhere this Payment Option is selected the following warranty shall be given by Client in addition to those in the Standard Terms.
   1. Where an Account Reference Number is linked to a Customer, Client shall:
      1. only link the Account Reference Number to that Customer;
      2. share the Account Reference Number with only that Customer;
      3. explain the nature of the Account Reference Number to the Customer, including the role of Clear Junction;
      4. obligate the Customer to ensure that they only share the Account Reference Number with payers seeking to transmit funds to the Customer;
      5. obligate the Customer to require payers seeking to transmit funds to the Customer, via a Payment Account, to include the linked Account Reference Number within their payment Instructions for the Payment Transaction transmitting the funds; and
      6. take all reasonable steps to ensure the Account Reference Number is only used for the purposes of transmitting funds from payers to the linked Customer.

B. Generating Account Reference Number for Client Only

This shall apply where the Client is provided with the Payment Option to only have its own Account Reference Number to enable them to make payments to the Payment Account.

1. Generation of Account Reference NumbersWhere this Payment Option is selected the following warranty shall be given by Client in addition to those in the Standard Terms.
   1. Clear Junction will provide the functionality for payers to credit the Payment Account via Payment Transactions and for the Client to initiate Payment Transactions. Subject to this Annex, Clear Junction will generate one or more Account Reference Numbers which will be solely associated with the Payment Account.
   2. Clear Junction will generate an Account Reference Number for the Payment Account on request from a Client. Each Account Reference Number generated will be in addition to any previously generated Account Reference Numbers and shall not replace any previous Account Reference Numbers unless the Parties agree otherwise.