Service Agreement

Effective from 15.07.2024

1. GENERAL INFORMATION

1.1. Please read this Service Agreement carefully before you start using our payment services, as it includes the terms and conditions on which we provide you with electronic money (e-money) issuing and payment service.

1.2. This Service Agreement becomes effective and binding once you register on our platform and electronically consent to comply with it. It is your responsibility to ensure that you have a comprehensive understanding of this Service Agreement before opening a payment account or ordering a card with us.

1.3. Headings are included for convenience only and do not affect the interpretation of the Service Agreement. Some capitalised and non-capitalised terms used in this Service Agreement we provided in the Definitions. The singular includes the plural and vice versa. Underlined words in this Service Agreement contain hyperlinks to further information. Unless the context otherwise requires, the terms used but not defined herein shall have the meanings assigned to them in the Mastercard standards and/or applicable laws.

1.4. These terms and conditions, along with the Pricelist, Privacy Policy and Cookies Policy, and any other additional conditions for specific services apply to your use of our services and form a legal agreement (“Service Agreement”) between:

1. PayAlly Limited (“PayAlly”, “we”, “our”, “us”), is a company registered in England and Wales. Our company registration number is 10600055, and our registered office is at 80 Coleman Street, London, UK, EC2R 5BJ. Our registered VAT number is 278253770. We act as the Electronic Money Institution licensed in the United Kingdom under the Payment Services Regulations 2017 and the Electronic Money Regulations 2011 with a Firm Reference Number (FRN) of 944721. The Financial Conduct Authority fca.org.uk (“FCA”) is our licensing and supervision institution. You can learn more about PayAlly and how it is regulated; check the complete record of any regulated activities here and relevant regulations here. PayAlly is a participant in SWIFT (PYYLGB2LXXX); and

2.You, who want to use our services and have completed all relevant account and/or card opening steps for this purpose as described in this Service Agreement.

1.5. PayAlly ensures that the terms and conditions of this Service Agreement comply with the conduct of business provisions of the Payment Services Regulations 2017 and the Electronic Money Regulations 2011 and the unfair contract terms provisions of the Unfair Terms in Consumer Contracts Regulations 1999 (UTCCRs) and the Consumer Rights Act 2015.

1.6. If you do not agree with any parts of the Service Agreement, you must notify us, and you may not use the payment services offered or continue with the process of using services. You agree that any use of our services constitutes your confirmation that you read and accept the terms and conditions of this Service Agreement and other legal terms and legally required disclosures.

1.7. If you have any questions about this Service Agreement or think there is a mistake, please email us. The most recent version of this Service Agreement is available on our website. You can download/save a copy of this Service Agreement at any time.

1.8. This Service Agreement is provided to you and concluded in English. All communication with you will be in English.

2. SERVICE WE PROVIDE

2.1. PayAlly provides services in the United Kingdom (“UK”) only and does not provide any services outside the UK. Our website https://payally.co.uk/ is solely for promoting our products in the UK.

2.2. PayAlly does not maintain any physical presence or agents in any other country. If you are based outside the UK, we offer services strictly under the following conditions:

a) Any services we provide are provided in the UK only;

b) You are our client at your initiative;

c) You have been made aware that the services we provide are not authorised outside the UK;

d) You, as our client, are solely responsible for ensuring adherence to the laws, regulations, and rules of the country where you are based or operate.

2.3. The following table shows typical payment services provided by regulations applicable to PayAlly, specifying what activities we offer and don’t:

Typical Payment Services Activities constituting payment services (including what we do not offer)
Services enabling cash to be placed in your payment account PayAlly does not offer cash payments into your PayAlly payment/card account (1) over the counter or (2) through an ATM.
Services enabling cash withdrawals PayAlly offers cash withdrawals from your payment/card accounts through an ATM. We do not facilitate withdrawals over the counter.
Execution of the following types of payment transactions: (1) direct debits, including one-off direct debits (2) payment transactions executed through a payment card (3) credit transfers PayAlly offers (1) payments of funds with PayAlly or with another Payment Service Provider subject to the account being in your name; (2) direct debits (including one-off direct debits) (a) when PayAlly is acting as a direct debit originator this would not, of itself, constitute the provision of a payment service (3) card payments (4) transfering e-money (5) credit payments, such as Faster Payments.

PayAlly does not offer execution of payments where a credit line covers funds.

Issuing payment instruments PayAlly issues debit Mastercard.
Money remittance PayAlly does not offer money payments/remittances that do not involve the creation of payment/card accounts.
Payment initiation services PayAlly does not offer services that contract with online merchants to enable customers to purchase goods or services through their online banking facilities instead of using a payment instrument or other payment method.
Account information services PayAlly does not offer (1) an electronic “dashboard” where PayAlly clients can view information from various payment/ card accounts in a single place, (2) clients with personalised comparison services supported by the presentation of account information, or (3) services based on a client’s instruction that provide information from client’s various payment accounts to both the client and third-party service providers such as financial advisors or credit reference agencies.

2.4. Under this Service Agreement, we provide and you can use the following Services:

1) Open your multicurrency IBAN account and manage it;

2) Purchase and redeem e-money;

3) Send payments to and receive payments from other PayAlly accounts and non-PayAlly accounts by SEPA/SWIFT payments;

4) Send money and receive money using Faster Payment or Direct Debit; Order a card, make purchases, and withdraw funds using an ATM;

5) Top-up your account using debit and credit card;

6) Make currency exchange. We provide facilities for purchasing or selling currencies ancillary to our payment services. We do not offer these services for speculative or investment purposes and do not advise on the merits of a proposed currency exchange;

7) Offer FX Booking for clients with insufficient funds in their account for immediate spot currency exchange to secure a favourable exchange rate for a specified period and flexibility in adding funds to their account.
2.5. Acquiring services and co-badged card-based payment instruments are covered by the additional agreement(s).

3. USE OF OUR SERVICES

3.1. Your Confirmations

3.1.1. By accepting this Service Agreement, you confirm that:

▪ You’re a resident, and/or your business is organised or registered in a country or territory that we support to use our Services.

▪ You’re 18 years old or over,

▪ You have a total legal capacity to enter into the Service Agreement under applicable laws in your country, and your use of our Services does not violate any laws applicable to You,

▪ You have read and understood these terms and conditions, our Pricelist, Privacy Policy and Cookies Policy,

▪ If you are applying on behalf of a legal entity, you have the authority to bind the legal entity on whose behalf you use and access our Services, and that legal entity accepts the terms and conditions of this Service Agreement,

▪ You’re not opening an account or card on someone else’s behalf,

▪ Incoming/outgoing funds in your account(s) are not obtained as a result of criminal activity,

▪ You will not use our Services for any illegal purposes, including actions and transactions to legalise funds derived from criminal or other unlawful activities,

▪ You are informed and accepted that your balance amount (on account or card account) does not fall within the regulatory scope of the UK Financial Services Compensation Scheme (“FSCS”) or other similar deposit guarantee schemes, the insurance of deposits,

▪ You understand that you are not eligible to, nor will we, or our third parties, pay you any interest on the balance on your account,

▪ All the information you provided regarding the Service Agreement is true, accurate, and not misleading.

3.1.1. You will not be able to use our Services if:

▪ There is any reason that we are unable to grant you the Services under the applicable laws or risk criteria that apply to us;

▪ You do not meet risk tolerance criteria determined by us;

▪ You conduct an activity restricted or unacceptable by us;

▪ We have reasonable grounds to believe that you use our Services in a non-compliant or misleading manner;

▪ You miss the deadline for the provision of the information specified by us or fail the process of identification and due diligence;

▪ We determine that anyone other than you are using your account/card.

3.2. Restricted Activities

3.2.1. During the using our Services, you must not:

▪ Opening an account/card under a fictitious name or in the name of another person without a power of attorney or using the Services of anonymous telephone numbers or email addresses provided by other persons;

▪ Use the account/card and execute or receive payments (commonly services) earned as a result of activities contradicting applicable laws and contracts and for unlawful purposes, including but not limited to money laundering, terrorist financing, fraud, purchase or sale of illegal and counterfeit products and services, illegally acquired funds, stolen goods (including digital and virtual goods);

▪ Use the Services to let any person benefit from any activities that we have identified as restricted, including using the service in or for the benefit of a country, entity, or person sanctioned by any government or international organisation;

▪ Use our Services in a manner that may result in abuse or violation of Mastercard or other bank/payment services provider’s standards or rules and for activities prohibited by law or in a way that contradicts public order and moral principles;

▪ Obtain a cash advance from a card (or assist others to do so);

▪ Have a negative balance on payment or card account;

▪ Use the Services in a way that causes the third party losses, liability, or other adverse legal consequences to other third parties or us;

▪ Disclose to the third person your personal and Identity Authentication Data, or allow another person to use your account and card on its behalf;

▪ Provide incorrect, false, misleading, or inaccurate information;

▪ Refuse the submission of information reasonably requested by us in connection with the usage of our Services we may receive under any applicable laws;

▪ Refuse the cooperation with us in investigating your background, activity, transactions, and breaches/violations of the Service Agreement or legislation;

▪ Disturb or facilitate the spreading of computer viruses and conduct any other activities which could or harm our system and its proper operation, cause PayAlly Online Platform/App malfunctions, damage or destroy the information, or result in any other damage to systems, equipment, or information of us or any third parties;

▪ Disclosing passwords and other Personalised Security Credential information to third parties or allowing others to use the Services on the user’s behalf;

▪ Tamper, hack, modify, damage, interfere with, or otherwise corrupt the functionality or security of our Services or attempt to do so;

▪ Infringe our and third-party rights related to the trademarks, copyrights, and other Intellectual Property Rights.

▪ Violate the terms and conditions established by PayAlly.

3.2.2. In our sole discretion, we reserve the right to add categories of prohibited transactions and payments by adding such categories to this Service Agreement.

3.2.3. Upon entering into a Service Agreement, you expressly agree that we have an immediate right to immediately cancel any of your card or account without notice to you and to report activity to the appropriate authority where we suspect or detect any crime committed by you or any third party acting on your behalf.

4. SERVICE FEES

4.1. Pricelist

4.1.1. Our Pricelist sets out fees that we charge related to our Services. This Pricelist forms an integral part of this Service Agreement. You acknowledge and understand that you must read and recognise fees before using the Services.

4.1.2. In the case of non-standard Services not listed in our Pricelist, we may charge individual fees. However, these fees will be mutually agreed upon between you and us. We will always provide you with the necessary information about these fees for your confirmation.

4.1.3. The fee rate, minimum commission amount, and any other charges are subject to change at our discretion. We will notify you of any such changes, which will then become an integral part of this Service Agreement. You have the right to terminate this Agreement without penalty before these changes take effect.

4.2. Fees Deduction

4.2.1. You must keep enough funds on your account/card account for us to deduct any fees or any funds you owe us. We will debit any monthly fee once per month in advance for the upcoming fee period.

4.2.2. You may also be responsible for paying taxes or costs that apply to payments we are not responsible for collecting from you. In such a case, you must pay the taxes or costs without delay.

4.2.3. You cannot borrow funds from us, and if your balance becomes negative, you must top-up your account or card account to remedy this.

4.2.4. If you owe us service fees and do not top-up your account/card account, we may without notice:
▪ Suspend your account/card account;
▪ Deduct the funds from your account once it has funds (this can be in parts);
▪ Exercise a right of set-off;
▪ Take other legal steps to recover the money, e.g., instruct debt collectors.

4.2.5. If we exercise any of the above rights, you may be required to pay our costs.

5. ACCOUNT OPENING

5.1. General

5.1.1. To start using our Services, you must register an application in our PayAlly Online Platform, PayAlly Mobile App, or in writing and provide the necessary details as prompted. Once you are accepted, we will provide you with a payment account.

5.1.2. We are not obligated to accept any client and have the legal right to dismiss your application for our Services without specifying any reasons. However, you can be sure that such rejection will always be justified by substantive reasons and under non-discriminatory conditions, which we may or may not disclose.

5.1.3. You may open only one payment account unless we confirm in writing otherwise. If we detect duplicate accounts, we may, in our sole discretion, suspend the provision of our Services, merge or close duplicate accounts, or terminate this Service Agreement. This limitation may not apply to having a payment account and card account.

5.1.4. We do not offer joint accounts. We take account security matters seriously, and colluding or sharing account information can result in the termination of this Service Agreement and the closure of your account/card.

5.1.5. You can’t open a new account or card if PayAlly has previously closed it for the cause.

5.2. Application Filing

5.2.1. We will handle your data responsibly. Our system will outline the steps you need to take when submitting your data.

5.2.2. By entering the necessary details, you should confirm that you have provided the correct data. If you need to change or add data, please get in touch with your relationship manager.

5.2.3. You must update personal information (including changes in name, company name, change of your representative, beneficial owner, residence/location address, nature of business, place of tax residence or taxpayer’s number, email, phone number, other contact data, or data/persons who have the right to manage funds in your account, initiation of bankruptcy proceedings against you, etc.) immediately, and no later than 7 (seven) calendar days from the day of the change, and submit to us the appropriate documentation proving the change.

5.3. Necessary Checks

5.3.1. We are required by applicable laws to carry out all necessary security, verification, client due diligence, and activity checks to provide any Services to you or receive obligatory information and data essential for the proper provision of our Services. We have the right to request checks at any time at our discretion, and you agree to perform such procedures.

5.3.2. We adapt the necessary verifications for each client, so you may need to provide additional information. If so, you provide such requested information at your own expense in a language and format acceptable to us. All information you provide must always be accurate, complete, and truthful.

5.3.3. We may ask you (including during your ordering additional Services) at any time to confirm the accuracy of your information or provide additional supporting documents (including but not limited to identity, sources of funds used, activities, purposes of transactions executed). The list of such documents will be communicated to you by us depending on the nature of your activity/business, where you are based, and any other requirements set out in the relevant legislation.

5.3.4. You agree that we may make any necessary inquiries to validate and verify the information you provided (including personal data) directly or through any third party. You agree to us apply reasonable discretion in using and sharing relevant personal data to conduct identity and verification checks. Records of such inquiries may be left on your files with such third parties and also held by us. We may also require your authorisation to request and receive such information or documents from other institutions/payment service providers.

5.4. About your Account

5.4.1. Your account is open for an indefinite period. We will continue providing you with e-money issuing and payment services until either this Service Agreement is terminated or Services are suspended for any reason set out in this Service Agreement.

5.4.2. Your account allows you to top-up and use funds intended to send or receive payments, pay for goods and services, and perform other transactions. Funds held in your account are considered e-money, which we credit to your account while issuing e-money at the nominal value after receiving payments or deposits. These two values are equal.

5.4.3. We are not a credit institution. Your e-money account is not a credit institution account, and we do not act as a trustee, fiduciary, or escrow holder regarding your account balance. Therefore, the balance amount does not fall within the regulatory scope of the UK Financial Services Compensation Scheme (FSCS) or other similar deposit guarantee schemes. However, we must legally keep your funds in segregated accounts with an authorised credit institution.

5.4.4. PayAlly diligently safeguards your funds in a dedicated account(s) held by a trusted third-party credit institution(s). These funds are meticulously kept separate from PayAlly’s corporate funds. All your funds are protected under applicable laws and will be returned to you in full if we decide to cease operations or become insolvent.

5.4.5. The e-money held in your account:

▪ Does not constitute a deposit, and we will not, in any circumstances, provide any benefits associated with their storing in the account and pay you any interest on your balance,
▪ Considered as yours or a legal entity that owns funds and should not be used by any other person or legal entity. All activities on your account(s) are deemed activities you carry out as a registered user. You shall not transact on behalf of any other person or entity,
▪ May be accepted, held, and transferred in any currency we support,
▪ Linked to a unique IBAN,
▪ Could be withdrawn at any time subject to certain conditions mentioned below this Service Agreement.

5.4.6. According to our terms in Pricelist, PayAlly could charge an additional fee if you exceed certain balance limits.

5.4.7. Please use all the information within this Service Agreement and information available from the Financial Conduct Authority (FCA), the regulatory body overseeing our operations, to make an informed decision about how your funds with PayAlly are safeguarded. You may find further information about safeguarding here.

5.5. Type of Accounts

5.5.1. We offer accounts for personal use – Private Card Accounts and business use – Corporate Accounts. You shall sign up through a duly authorised representative if you are a legal entity.

5.5.2. We may refuse to create duplicate accounts for the same profile.

5.6. Authorised Persons

5.6.1. You can authorise other persons to use your Services on your behalf and access information related to your account. You are responsible for the actions of any authorised person who transacts on your account.

5.6.2. If you have any authorised person(s) to act on your behalf, the person must register an account with us and will also be bound by this Service Agreement.

6. CARD ORDERING

6.1. Card Issuance

6.1.1. You can apply for a card if you successfully passed the procedure of determining and verifying your identity.

6.1.2. The card could be a plastic and virtual form, where you can only see your card details in the PayAlly Mobile App and the PayAlly Online Platform.

6.1.3. To order a card, click relevant fields during the application and enter the card delivery address. We reserve the right to limit the number of cards you can request from us or that you may have active at any time.

6.1.4. The card is not transferable to another person and cannot be ordered for someone else.

6.1.5. We reserve the right to refuse to issue you a card at our sole discretion, including if you do not have sufficient funds in your account.

6.2. Fees

6.2.1. Fees and expenses related to the issuance and use of the card are stated in the Pricelist. We will automatically deduct card issuance and delivery fees when you order.

6.3. Card Delivery

6.3.1. Card delivery usually takes up to one week. Delays may occur depending on the/availability of the postal/courier in your area.
6.3.2. You will receive your card via mail to the indicated address. You shall inform us if you do not receive the card in one calendar month. If the situation analysis detects that you did not receive the card through no fault of your own, we will permanently block the card already sent, and you will need to order a new card.

6.3.3. If the card pack is damaged or there are suspicions that the card may have been extracted from the package, you must not activate the received card and must inform us.

6.4. Card Activation

6.4.1. Delivered cards are not activated. You need to activate your card before using it, either through the PayAlly Online Platform or the PayAlly Mobile App, following all security procedures and standards we prescribe.

6.5. Card Expiry

6.5.1. Your card is valid for the period stated on the face of the card unless its use is canceled earlier by you or us under this Service Agreement. You can’t use your card for transactions or withdrawals after its expiry date.

6.5.2. Upon the expiration of the card’s validity, you need to order a new card.

6.5.3. We have the right to issue a new card even before the expiration of the existing one due to updating the card’s security mechanisms, implementing new technology standards, or conditioning for other business reasons. If such happens, we will notify you about the card validation and on which date the new card will replace the existing one.

6.5.4. The fee for issuing a new card after expiration is indicated in the Pricelist.

7. USE OF YOUR ACCOUNT

7.1. Login and Authorisation

7.1.1. You can access and manage your account:

▪ Via PayAlly Online Platform (website) by logging and entering your Identity Authentication Data;
▪ Via our PayAlly Mobile App by entering your Identity Authentication Data after downloading it and performing the necessary steps to launch it.

7.1.2. Your authorised representative having appropriate powers, could be allowed to use and operate the account on your behalf as a user and enter into transactions in your name using the funds held on your account. The user’s authority to represent you must be confirmed by the relevant document, including, but not limited to, articles of association, a resolution of a competent corporate body, a power of attorney, or others.

7.2. Strong Authentication

7.2.1. We apply strong authentication to ensure the security of your PayAlly account when performing actions such as logging in, depositing funds, redeeming e-money, initiating a payment transaction, sending a signed message, or performing any other action that may involve a risk of payment fraud or abuse. Our strong authentication is based on two or more elements that are categorised as knowledge (something that only you know), possession (something that only you possess), or inherence (something that only you are).

7.2.2. To log in to the PayAlly Online Platform or PayAlly Mobile App, we offer OTP (via SMS or email) as an authentication method. If you use OTP to access your PayAlly account, please follow the security guidelines published on our homepage. This includes taking all reasonable steps to keep your OTP device or email address safe and securing the means enabling it, such as your credentials.

7.2.3. If your OTP device or email address is lost, stolen, or used without authorisation, you must promptly notify us. We must be able to communicate with you securely, and we will inform you of any additional requirements. We reserve the right to block your credentials or OTP anytime for security purposes if we suspect any misuse.

7.3. Security of Data

7.3.1. You are prohibited from disclosing your personal and Identity Authentication Data to any third person and/or letting anyone access your profile or watch you access it.

7.3.2. It is of utmost importance that you keep your Identity Authentication Data confidential. You are solely responsible for the loss or misuse of any Identity Authentication Data, including exclusive liability for any consequence of their use by unauthorised persons.

7.3.3. You must take at least the following actions to keep your PayAlly profile safe:
▪ Use strong passwords that should be complex, not related to your public data, consist of capital and small letters, numbers, and special symbols, not used elsewhere,
▪ Change your password regularly and do not use the same across other online accounts,
▪ Set up and use strong customer authentication were prompted for the logging up and confirmation of your transactions wherever possible,
▪ Regularly check your email due to potential notices of us of security breaches and/or unusual behaviour (e.g.,logging in to the profile from a new IP address/device or fraud suspected or committed),
▪ Regularly, at least once a month, check IP addresses used for logging in to the PayAlly Online Platform and PayAlly Mobile App,
▪ When logging in to the profile, make sure that the environment (internet address) is not of fraudsters,
▪ Use antivirus software and other security means recommended by security experts during the use of our Services and regularly update operating systems and software used in hardware,
▪ Regularly check transactions executed on your account to make sure that unauthorised transactions have not been conducted,
▪ After using our system, immediately log out of it and close it.

7.4. Account Funding

7.4.1. You can top-up your account using any debit/credit card issued by a financial or credit within the EEA region.

7.4.2. You may be unable to top-up your account with any prepaid cards.

7.5. Incoming Transactions

7.5.1. You can receive funds into your account using methods that we support and from anyone, regardless of whether you have an account in the PayAlly Online Platform.

7.5.2. After receiving a payment and deducting the fee (if applicable), we will issue e-money and credit it to your account, which you can use.

7.5.3. We are not responsible for the funds transferring until we have received them. For clarity, in an incoming transaction, we are the recipient of funds and not the payment services provider.

7.6. Outgoing Transactions

7.6.1. You can send SEPA/SWIFT from your account to:
▪ Another account holder in the PayAlly Online Platform;
▪ UK/EU payment services provider accounts; and
▪ Foreign banks (except for banks in foreign countries, which are forbidden under the sanction regime).

7.7. Compliance and Security Verifications

7.7.1. You undertake to fail to use our Services for criminal, unlawful, or other activity and operations breaching the legislation.

7.7.2. Before processing an incoming or outgoing transaction, we reserve the right to review all transactions. This review is particularly necessary if the transaction is deemed to carry a higher-than-average risk. For instance, such reviews will be conducted if we reasonably suspect that the transaction may involve a restricted or prohibited activity, or for any other reason we may determine from time to time. If we need to limit the fund sources to manage the potential risk from the incoming transaction, we will inform you before approving the transaction of any such limitations.

7.7.3. We may request that you provide documents to confirm the legal background of the transaction (source of funds used and the purpose of the transaction) and/or additional information and/or documents related to your/your legal entity activity. All data should be prepared and provided at your expense and in the form we require (including acceptable language, legalisation, and confirmation with the Apostille if necessary). We have the discretion to accept or decline
any documents you provide.

7.7.4. In situations related to the obligation of compliance/due diligence, we could require you to submit data in a particular case in the way and form needed for your own expense.

7.7.5. Our request could require different types of identity and security validation and verification checks, including third-party verification systems, and you agree to such checks as part of the due diligence approach.

7.7.6. To protect your and our legitimate interests, we may refuse the execution of incoming/outgoing transactions if:
▪ You fail to provide the requested documents within the time limit specified, or documents provided to us are false or illegitimate;
▪ There are reasonable doubts that your payment order has been submitted not by you or your lawful representative;
▪ We determine any shortcomings. If we cannot complete your payment order, we will let you know the reasons for the refusal and error possible correction if such notification would not be unlawful or technically impossible;
▪ The incoming/outgoing transactions may breach or breaches the Service Agreement;
▪ PayAlly Mobile App, the PayAlly Online Platform and another financial system, does not operate properly; there are other extraordinary market conditions, unexpected technical and other reasons, or when a risk related to the payment execution is unacceptable.

7.7.7. If the incoming transaction is deemed unacceptable or we are not able to credit incoming funds, we will return the transaction amount to the sender not later than within 2 (two) business days and place the e-money back in the sender’s balance, provided that we consider such transaction unacceptable due to a breach of compliance regulations. We will notify you accordingly. The fees for returning may be applied.

7.7.8. You acknowledge that the funds received in your account may be subject to Reversal (if not belonging to you), and you agree that we may deduct the received amount without your instruction from your account if:

▪ It was reversed by the person who transferred you the received amount or any relevant payment services provider, and
▪ It was transferred by fraud, mistake, or, in other cases, with no legal basis.

7.7.9. If your remaining balance is insufficient to deduct the mistaken amount, you must unconditionally compensate us the difference upon our request and details.

7.7.10. You must not close your account to avoid a compliance inquiry. If you attempt to close your account during an investigation, we may hold your funds until the investigation is completed or the dispute is resolved to protect our or a third party’s interest.

7.7.11. We reserve the right to close or limit the account or you as a client if you do not comply with this Service Agreement, applicable laws, and regulations, do not respond to reasonable requests from us, or we are not able to verify the authenticity of the information, data, or documents provided by you for verification purposes.

7.8. Funds Withdrawing

7.8.1. At your request, e-money held on your account may at any time be withdrawn to you (in whole or part), except if our service supply is suspended or otherwise restricted to you under breach of the Service Agreement or applicable legislation.

7.8.2. Withdrawal requests may be sent as a payment order to any other account or using a card, and you must have
sufficient funds in your account to cover any requested withdrawal.
7.8.3. We shall have no liability whatsoever for withdrawals if you have not protected your Identity Authentication Data and, as a result, other persons have gained access to them, nor for illegal actions and transactions by third parties carried out using forged or illegal documents or data received illegally.

7.8.4. We do not charge additional fees for issuing or redeeming e-money. However, we do charge fees for payments or withdrawals, depending on the method. Fees applicable to withdrawing funds are set out in our Pricelist.

7.9. Transaction History

7.9.1. You can check all payments/transanctions into and out of your account through our PayAlly Online Platform or PayAlly Mobile App. Any funds you receive, send, withdraw, or use for card purchases (including fees) using our Services will be recorded and stored in the transaction history section of your PayAlly profile. To get information on performed and received transactions and their details, you need to log into your profile and view this information free of charge, or print it out at a selected frequency.

7.9.2. This information is always accessible via your profile and is free of charge. Paper statements are available on request and are subject to a fee according to our Pricelist.

7.9.3. We may submit records mentioned to you and third persons with the right to receive such data under the basis outlined in the legislation as evidence confirming the submission of payment orders and executed transactions.

7.9.4. If, for any reason, your profile is suspended or if it is impossible to access your profile to receive a statement, you may contact us for assistance on such a matter by email at service@payally.co.uk.

7.10. Balance

7.10.1. You must maintain a minimum balance on your account(s). If your account goes into a negative amount, including as a result of the reversal of a transaction, deduction of fees, or any other action carried out by you or a third party, that negative amount represents an amount you owe to us, and you need to top up your account(s) immediately.

7.10.2. We may send you reminders to recover the negative amount from you; however, it is your responsibility to cover it without any notice from us. We may, without notice, deduct the funds from your account once it has funds (this can be in parts), deduct money from your card account, exercise a right of set-off, or take any other legal steps to recover the funds, e.g., instruct debt collectors. If we exercise any of the above rights, you may be required to pay the costs we may incur as a result of these collection efforts.

7.11. Inactive Account

7.11.1. If you have not used your account to make transactions for over a year or have not made any outgoing transactions for 3 (three) months, we will deem the account not in use and it is inactive. If the account has funds, we will apply the monthly administration maintenance fees in the amounts forth in our Pricelist until the account balance reaches 0 (zero).

7.11.2. Once the account balance reaches 0 (zero) or the inactive account already has a zero, we will terminate the Service Agreement, informing you about the inactive account(s) closing 30 (thirty) days before termination. If you do not contact us with a request to reactivate your account during this period, we will close your account and card, and you will no longer be able to make or receive payments.

7.11.3. If there are any funds in your account, we will ask you to tell us where to transfer the funds before we close your account.

7.12. Data Processing

7.12.1. During transaction processing, we transfer data related to you to the third parties associated with transaction execution. If you disagree with this condition, please don’t make any transactions.

7.13. Account Closure

7.13.1. You may end this Service Agreement and close your account or cancel your card anytime by contacting us using the contact details or via the PayAlly Mobile App or PayAlly Online Platform using the account messaging function.

7.13.2. If you hold a balance at the time of account closure, we will ask you to withdraw your funds in full by transferring your account to another payment services provider indicated by you, except for our commissions and other obligatory fees, within a reasonable period.

7.13.3. If there are any outstanding fees or if you owe us funds for any reason, we will kindly request that you settle this immediately.

7.14. Misappropriation or Unauthorised Use

7.14.1. Your prompt action in reporting any suspicious activity is crucial in maintaining the security of your account. If you suspect that your profile, personal, and Identity Authentication Data is obtained by any third person, could be compromised, or there are transactions on your account you don’t recognise, you must:

▪ Inform us without delay about such facts to block access to your account by emailing service@payally.co.uk or the phone number(s) indicated on our website;
▪ Stop using your account until we contact you.

7.14.2. We also have a right to demand that you subsequently approve the previously submitted oral request to block your account in writing or another acceptable manner for us.

7.14.3. Your prompt action in reporting any suspicious activity is crucial in maintaining the security of your account.

8. CONVERTING CURRENCY

8.1. Currency Conversion

8.1.1. PayAlly is not a currency trading platform. You agree that you will not use your account to seek to profit from speculative trading.

8.1.2. Our Services include the ability to convert currencies:
▪ In your account, when you add funds in one currency and later use those funds to transfer to a third party, spend money on your card, or withdraw cash in a different currency.
▪ In your account, when you hold a balance in one currency and then make the conversion to another.

8.1.3. Available currencies are limited and are subject to change without notice.

8.1.4. You accept the risks of holding funds in multiple currencies. You agree and take all the risks associated with maintaining an account that can hold balances in multiple currencies, including any risks associated with fluctuations in the relevant exchange rates over time.

8.1.5. If you hold funds in your e-money account in a currency that is not supported or ceased to be supported by us, we may convert the funds into a currency available to us at a rate that is available to us. If we can no longer convert the funds due to reasons outside of our control, we will convert the funds at a rate that was available to us when the currency was available. We will notify you before we do so.

8.2. Exchange Rate

8.2.1. For currency exchange orders, currency exchange is based on the market rate and our percentage mark-up. Market rate and percentage mark-up are summed up to the execution rate. For your reference, the market rate is updated every few seconds. All transactions are in real-time, and funds are converted at once. Our mark-up for currency exchange orders can be found in the Pricelist. The percentage mark-up can be agreed with your relationship manager only during our working hours.

8.2.2. After working hours, we will give you an estimate of the exchange rate based on the market rate available to us and our percentage markup. We are unable to provide you with an exact rate until the exchange is done, and the rate shown in the payments portal may be different from the rate applicable to the transaction. The currency exchange rate will likely differ from the mid-market rate quoted in our PayAlly Online Platform or PayAlly Mobile App.

8.2.3. When we refer to an exchange rate in this Service Agreement, the exchange rate is for the relevant currency pair. This rate is typically provided by a reference rate provider and is usually the mid-market exchange rate (but not obligatory in all cases). We may change our reference rate provider occasionally without your notice.

8.3. Currency Conversion Order

8.3.1. Each currency conversion order is given a unique transaction number, shown in the order confirmation and transaction history. When communicating with us about a particular currency conversion order, you should quote this transaction number.

8.3.2. We reserve the right to refuse any currency conversion order if the conditions set out in this Service Agreement have not been met. Reasons for refusal may include but are not limited to, insufficient available funds, incorrect information about a recipient, or violation of this Service Agreement. We will endeavour to notify you of any refusal, using the contact information you provided, stating (where possible) the reasons for such denial, except in cases where such notification may be unlawful.

8.3.3. It is your responsibility to ensure that you have enough funds in your account to place a currency conversion order.

9. SUBMISSION AND EXECUTION OF THE PAYMENTS

9.1. Submission of a Payment Order

9.1.1. To initiate a payment, you’ll need to log in to your profile. From there, you can create a payment order, providing us with specific information such as the recipient’s IBAN/account details and the amount to be transferred. Once you’ve reviewed and confirmed this information, you must authorise the payment using your Identity Authentication Data. This could be a one-time use code (‘the OTP code’) sent to a token generator or your mobile phone via SMS. This confirmation serves as your consent for us to proceed with the payment.

9.1.2. You must verify that the information you provided in your payment order is correct before submitting it. Any errors, such as an erroneous IBAN/account number or other inaccurate or erroneous information, could lead to a payment not being executed or inappropriately executed or returned to us. We are not obliged to check that the payee’s IBAN account corresponds to the account owner’s name and surname (legal entity name) as provided in your payment order. You can find the information we require from you to operate by selecting ‘Payments’ in our PayAlly Online Platform/PayAlly Mobile App and selecting a relevant option.

9.1.3. The payment order you submit must meet the Service Agreement and legislation requirements. If your account is seized, frozen, or subject to other limitations, we will not accept and execute your payment order.

9.1.4. Your submission of a payment order is considered your full authorisation to us to payment the funds as instructed, provided all the data entered is correct. The submitted and confirmed payment order cannot be withdrawn.

9.1.5. If we non-executed or defectively executed a transaction after you directly initiated it, at all times after receiving your request, we will immediately trace the transaction free of charge and notify you about the outcome.

9.1.6. Once we receive your payment order, it’s essential to understand that it cannot be revoked. If we receive a late order, it will be treated as if it was received the next business day.

9.2. Sufficient Balance

9.2.1. You need a sufficient balance on your account before we can process your payment order.

9.3. Payment Limits

9.3.1. For anti-money laundering and security reasons, we may impose payment limits on how much you can transfer to/from your account or impose special requirements based on our criteria. We shall not be obliged to disclose these criteria.

9.3.2. You have the right to request that we decrease or increase the limits applied by contacting us via the PayAlly Mobile App or PayAlly Online Platform using the account messaging function and setting the size of the limits at your discretion. We will consider such requests based on each client’s risk profile. Therefore, our decision to apply increasing or decreasing limits could be permanent or temporary.

9.4. Execution of Payment Order

9.4.1. The time limit for executing your submitted payment order starts on the day you submit and confirm it. If we receive your payment order outside of our working hours (after 5 pm) on a business day or not on a business day, such a payment order, we will process it on the following business day.

9.4.2. All SEPA payments (the area of the UK and EEA member states) in EUR or GBP are usually executed within 1 (one) business day, but usually almost immediately. Within the same clearing banks, up to a few minutes.

9.4.3. All SWIFT payments usually are executed by the end of the fourth business day.

9.4.4. We execute your payment orders within such terms; however:

▪ The execution times may vary depending on the cut-off times of our correspondent banking partners and are subject to there being no queries from us or the correspondent banking partners about the transactions;
▪ The payee party also has a legal obligation to carry out due diligence checks set forth by legal acts, and these checks may increase the time it takes to process your payment order. As we do not have any control over the time it may take for the payee’s credit/financial institution or payment provider to make available funds to the payee, we cannot be responsible for any delays as a result of performing those checks;
▪ In case of technical malfunctioning, errors, failures, system unavailability, or data transmission delay, the payment execution may be delayed. In such cases, we will make all efforts to fix the technical malfunctioning and proceed with the payment execution within a reasonable time. You confirm that in such cases, the payment order may either not be executed according to your instructions, may not be executed at all, or may not be placed or modified.

9.4.5. If you are a payee (receiver of the payment), we will value the date and credit the amount of the transaction on the date we receive the funds.

9.5. Unique Number

9.5.1. PayAlly system automatically gives a unique identification number to each payment, allowing you to identify it. We will display it under the account statement with other transaction details.

9.6. Returned Payment

9.6.1. If your completed payment has been returned to us due to reasons beyond our control (for example, incorrect information provided, the account of the payee is closed, or other reasons that do not depend on us – the payee’s decision not to accept a payment), the returned amount will be credited to your account no later than within 2 (two)

business days. We shall not repay you the fee paid for executing this payment and any other related fees and costs, such as correspondent bank fees, which could also be debited from your account.

9.6.2. If a payment has been returned due to our mistake, we are committed to rectifying it. We will refund you the payment amount and all previously paid fees associated with this payment without any delay.

9.7. Unauthorised or Incorrectly Executed Payments

9.7.1. You must regularly check and verify information on incoming/outgoing payments performed on your account against your records to state any errors, discrepancies, unauthorised or inappropriately executed payments.

9.7.2. If you don’t recognise or authorise a payment or any transaction on your account or reveal non-conformance, you must notify PayAlly of any unauthorised, incorrectly initiated, or executed payment transactions as soon as you become aware but no later than 13 months after the debit date. If you fail to notify us, we will consider acceptance by

you of such a payment, and you will lose your entitlement to have the unauthorised or incorrectly executed payment refunded by us.

9.7.3. Where you have informed us that you did not authorise a payment, and you have taken all reasonable steps to keep personalised and Identity Authentication Data safe, use any payment instrument by its conditions, and didn’t disclose them to anyone else, and didn’t act fraudulently, we will:

9.7.4. If we suspect fraud related to any unauthorised payment and need to inform the regulatory authority about such suspicion, you agree that we have a right to investigate to determine the case’s merits and verify the data. Then, according to its results, we will either return the payment amount or justify the refusal to return in case of unreasonableness.

9.7.5. If you deny authorising a payment that has been approved or state that the payment has been executed improperly, we are obliged to prove that the authenticity of the payment has been confirmed, it has been appropriately registered and recorded into accounts, and it has not been affected by any technical breakdown or some other deficiency.

9.7.6. If you indicated incorrect data (wrong unique identifier, account, or IBAN) and we processed it following your details, it will be considered that we correctly completed it, even if you made a mistake. We are not liable for non-execution or mistaken execution of such payment. We may, but are not required to, assist you in recovering your funds. We cannot guarantee that such efforts will be successful as they rely on the policies and practices of other credit/financial institutions/payment service providers. We will take all necessary actions to track the payment and seek to return the funds; however, in the event of failure, you shall directly contact the payment payee to return the

funds. If the collection of funds is not possible, we will provide you with information available to us that is relevant to you to help you file a legal claim to recover the funds on your written request. We may charge additional fees for such assistance.

9.7.7. You can order an investigation by contacting your relationship manager regarding any transaction in your account. We could charge the applicable fee as provided in the Pricelist.

9.8. Payment Cancellation

9.8.1. You can cancel a payment order before you confirm it. You cannot cancel your payment once your funds have been converted and payment initiated.

9.8.2. If you submitted an incorrect payment order or indicated incorrect data and we still haven’t processed it, you may cancel such payment only if we agree, as it is technically possible and does not contravene applied legislation. Or you may request that we correct the data in the payment order (if possible). This correction will be used with a fee.

9.9. Direct Debit Refund

9.9.1. You may claim a refund for Direct Debit payment initiated by or through a Payee when:

▪ You made authorisation for a transaction when a precise amount was not specified for you, and