Terms & Conditions
Read our legal terms and conditions
WAMO Solutions Ltd
These terms and conditions (the “Terms and Conditions” or “Agreement”) set out the terms on which the Services (as defined in Clause 3 hereof), which are supplied by Modulr Finance B.V. (“Modulr”), including the provision of an electronic money account for businesses and associated payment services, are provided to you (the “Client”) by Wamo Solutions Limited (“Wamo”, “us”, “we”).
By applying for and using the Services, you confirm agreement with these Terms and Conditions, together with the Modulr EU TC’s , and therefore you agree to comply with same accordingly. If you do not agree with these Terms and Conditions, you must not use our website, Services or the Partner Platform.
THE PARTIES AGREE AS FOLLOWS:
1. Regulatory Information
Modulr is a company incorporated in the Netherlands (company number: 81852401) with company address Weteringschans 165, 1017 XD, Amsterdam, Netherlands. Modulr is authorised by De Nederlandsche Bank (license reference R182870) for the issuing of electronic money and provision of the related payment services. Wamo is a private limited liability company registered and incorporated under the laws of Malta with company registration number C 97355 and having its registered office at Block 6, Triq Paceville, St Julians, Malta. Whilst Modulr shall be the issuer of your Account and provider of the payment services, Wamo shall be the Partner Platform of Modulr.
Your Card is issued pursuant a licence from Visa. EU issuance is conducted by Modulr Finance B.V (“Modulr EU”) or procured by Modulr, or any other providers used by Wamo from time to time, in which case reference throughout the document shall be made to the relevant card issuer as the context may apply.
2.1. In these Terms and Conditions: (a) a reference to a clause is a reference to a clause in these Terms and Conditions; (b) headings are for reference only and shall not affect the interpretation of these Terms and Conditions; (c) the singular shall include the plural and vice versa; (d) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; (e) a reference to a party shall include its personal representatives, successors and permitted assigns; (f) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
3.1. Wamo will make available to the Client such services as described by Wamo in the application process or on the Website https://wamo.io/.
3.2. The Client agrees that Wamo shall be providing all such information to Modulr who will check and verify the identity of the Client, its directors, beneficial owners and Authorised Users as required by law.
3.3. The Client acknowledges that a search on the available public registers may take place for anti-money laundering purposes on the individuals listed in clause 3.2 above.
3.4. The Client acknowledges that the individuals noted in clause 3.2 above may have their personal details accessed by third parties for the specific purpose of anti-money laundering and countering the financing of terrorism (AML/CFT), identity verification and fraud prevention.
3.5. The Account is provided by Wamo in accordance with these Terms and Conditions including Modulr EU TC’s. The Services provided to the Client under these Terms and Conditions are for the sole use by the Client.
3.6. The Client can use the Account and Cards (where applicable) to make Transactions on the terms and conditions set out in these Terms and Conditions. A record of all Transactions relating to the Account can be viewed on the Website or accessed via the Partner Platform (as applicable).
3.7. The Client shall promptly notify Customer Services as soon as it becomes aware login and security information enabling access to its Services have been lost, stolen or compromised.
3.8. From time to time, additional checks may be carried out on the Client, including the identity of its directors, beneficial owners and the nature of its business in accordance with its Due Diligence Procedure and as required by law. The Client or Modulr (as applicable) may be contacted for such purposes. The Client agrees to provide such information as necessary.
3.9. The Client shall comply with all legislation and regulation as it applies to the Client. Any failure to comply with relevant legislation or regulation shall be considered a material breach of the Agreement and may result in Wamo discontinuing the provision of the Services as set out in clause 6.
3.10. The Client shall implement as appropriate Wamo’s reasonable security recommendations it notifies to the Client from time to time.
4. Authorised Users
4.1. Access to the Services is restricted to individuals that have been designated by the Client as Authorised Users.
4.2. The Client must notify Wamo of all individuals it wishes to be an Authorised User.
4.3. Each Authorised User is permitted to access and use the Services in accordance with these Terms and Conditions.
4.4. The Client will be responsible for training its Authorised Users in the appropriate use of the Services.
4.5. The Client shall ensure its Authorised Users;
4.5.1. take all reasonable care to ensure access credentials, including login details to the Website, where applicable, are kept confidential to each Authorised User; and
4.5.2. do not share any information that would enable another party to access the Client’s Account.
4.6. The Client acknowledges and agrees that each Authorised User is authorised by the Client to act on its behalf. Wamo shall deem any instruction given by an Authorised User is an instruction given by the Client.
4.7. The Client will be responsible for timely notification to Wamo of any revocation of Authorised User access and will be liable for Transactions made, Fees incurred and use of the Services by an Authorised User until Wamo has had two (2) full Business Days to act on any received notice. This clause shall not apply to Clients accessing the Services via the Partner Platform.
5. Customer Services
5.1. The Client can contact Customer Services if it has any queries about the Services. Information which may be requested from the Client, includes but is not limited to, its Authorised Users, Cardholders or Transaction information so that it can verify the identity of an Authorised User, the Cardholder and/or the Services provided to such Client.
5.2. Any information shared by the Client will be kept strictly confidential. Where such information is provided in connection to a service provided by a third party, for example, the Account, then the Client’s information will only be used in accordance with instructions of such third party and only for the purpose of providing Customer Services to the Client on behalf of such third party.
5.3. As part of Wamo’s commitment to providing a quality customer service, its managers periodically monitor telephone communications between its employees and Clients to ensure that Wamo’s high quality service standards are maintained. The Client consents to such monitoring and recording of telephone communications and agrees to make its Authorised Users aware of such practice.
6. Term and Termination
6.1. These Terms and Conditions shall commence on the date the Client receives confirmation from Wamo of its successful application for the Services and shall continue until terminated by the Client, Wamo or Modulr.
6.2. The Client may terminate this Agreement immediately by notifying Customer Services in writing by post or email.
6.3. This Agreement may be terminated, and the Client’s Account(s) may be closed by providing the Client with at least two (2) months’ notice.
6.4. This Agreement may be suspended or terminated immediately if, for any reason, the Client (i) is unable to satisfy the Due Diligence Procedures, (ii) for breach of this Agreement, (iii) has provided false, incomplete or misleading information, (iv) has engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we have reasonable suspicions in respect of same or (v) we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority. Wamo shall notify you as soon as possible, unless prohibited by law, of such suspension or termination of the Agreement.
6.5. This Agreement will automatically terminate when all Accounts of the Client are closed (for any reason).
6.6. Wamo may terminate or suspend this Agreement in whole or in part immediately by giving written notice to the Client if:
6.6.1. Modulr ceases to provide issuance of electronic money; or
6.6.2. Wamo’s cooperation with Modulr is terminated.
6.7. On termination of this Agreement for any reason, any balance remaining in the Client’s Account(s) shall be returned to the Client in accordance with these Terms and Conditions. The Client shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative balance in an Account, such amount equal to the negative balance shall be reimbursed.
7. Intellectual Property
7.1. The Client acknowledges that all Intellectual Property Rights related to the Services are owned by Wamo or provided under Modulr’s licence. Wamo grants the Client a non-exclusive, royalty-free licence for the duration of this Agreement to access and use the Services only for the purpose contemplated by this Agreement.
7.2. Nothing in this Agreement shall operate to create or transfer any Intellectual Property Right to the Client.
8. Force Majeure
8.1. Wamo will not be liable for the non-performance or failure to provide any part of the Services occurring as a result of any events that are beyond the reasonable control of Wamo, for example, but not limited to, fire, telecommunications or internet failure, utility failure, power failure, equipment failure, employment strife, riot, war, terrorist attack, non-performance of third party suppliers, acts of God such as storm or lightening damage, or other causes over which Wamo has no reasonable control.
9. Assignment, Transfer and Subcontracting
9.1. The Services provided to the Client are personal to the Client. The Client cannot novate, assign or otherwise transfer this Agreement, any interest or right under this Agreement (in whole or in part) without the prior written consent of Wamo. This clause shall have proprietary effect.
9.2. The Client agrees that Wamo may, in its sole discretion, assign, or transfer some or all its rights and obligations or delegate any duty of performance set out in the documents forming this Agreement. Wamo may subcontract any of its obligations under this Agreement.
9.3. In the event of any transfer of this Agreement by Wamo to another service provider, Wamo will notify the Client no later than two (2) months before the proposed transfer. If the Client does not want to transfer to the new provider, the Client must notify Wamo of its objection in writing to Customer Services. On receipt of such notification, Wamo will terminate this Agreement. Any balance remaining in the Client’s Account(s) will be returned to the Client in accordance with the redemption procedure set out in these Terms and Conditions.
10.1. Nothing in this Agreement will operate to limit either party’s liability with respect to fraud or for death or personal injury resulting from negligence, in either case whether committed by that party or its employees, agents or subcontractors.
10.2. Wamo makes no warranty that access to and use of the Services will be uninterrupted or error free.
10.3. The Client acknowledges and agrees that Wamo is not liable to the Client for any loss, liability or damages the Client suffers which result from, are related to, or in any way are connected with any fraud control, restriction measures, or other measures implemented from time to time including as required for compliance with legal and regulatory requirements, unless such loss, liability or damage is a direct result of Wamo’s fraud, gross negligence or willful misconduct in procuring the implementation of fraud control or purchase restriction measures that Modulr has expressly agreed in writing to procure for the Client.
10.4. Wamo shall not be liable to the Client for any loss or damage the Client may suffer as a result of any act or omission of an Authorised User or Cardholder or an Authorised User’s use or Cardholder’s use or inability to use of the Services.
10.5. The Client agrees to indemnify Wamo against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings Wamo directly or indirectly incurs, or which are brought against Wamo if the Client, or an Authorised User, or a Cardholder has acted fraudulently, been negligent or has misused the Services provided under this Agreement.
10.6. Wamo shall not be responsible in any way for any interest or claims of any third parties in respect of the Services, except as required by law or regulation.
11.1. Certain management or other reporting or business administration functionality may be made available via the Website.
11.2. Wamo may from time to time amend, modify, replace or withdraw in whole or in part such reporting it provides without further notice.
12. Data Privacy
12.1. Wamo will collect and retain personal information about the Client and each Authorised User and Cardholder to enable Wamo to deliver the Services, other services linked to it and deal with any enquiries that the Client may have about it. Wamo is the data controller of the personal information gathered by Wamo for such purpose. If Wamo uses a third party to provide a part of the Services then that provider will be the owner and controller of the personal information they require to collect in order to operate the relevant service. The use of personal information by third- party service providers will be set out in their service terms and conditions of use. Wamo will, at such third-party provider’s direction, process personal data on its behalf, for example, to enable Wamo to provide Customer Services to the Client.
12.2. Wamo processes personal information in accordance with relevant laws on the protection of personal data.
12.3. If Wamo transfers the Client’s information to a third party in a country outside of the European Economic Area, Wamo will ensure that the third party agrees to apply the same levels of protection that Wamo is legally obliged to have in place when it processes personal data.
13. Changes to the Agreement
13.1. Wamo may amend or modify this Agreement by giving two (2) months’ notice to the Client unless Wamo is required to make such a change sooner by law. All proposed changes will be posted on the Website and communicated to the Client by such other means that Wamo agreed with the Client, for example by email or through the Partner Platform.
13.2. The Client has no obligation to accept such amendments proposed by Wamo.
13.3. The Client will be taken to have accepted any change to this Agreement that Wamo notifies to the Client unless the Client tells Modulr otherwise before the relevant change takes effect. In such circumstances, Wamo will treat notice of objection by the Client as notification that the Client wishes to terminate this Agreement and the use of the Services immediately. All Accounts of the Client will be closed and any balance remaining in the Client’s Account will be returned to the Client in accordance with the redemption procedure set out in these Terms and Conditions. In such circumstances, the Client will not be charged a fee for the Account closure and return of any balance.
14.1. In these Terms and Conditions, headings are for convenience only and shall not affect the interpretation of these Terms and Conditions.
14.2. Any delay or failure by Wamo to exercise any right or remedy under this Agreement shall not be interpreted as a waiver of that right or remedy or stop Wamo from exercising its rights at any subsequent time.
14.3. In the event that any part of this Agreement is held not to be enforceable, this shall not affect the remainder of the Agreement which shall remain in full force and effect.
14.4. The Client shall remain responsible for complying with this Agreement until its Account(s) are closed (for whatever reason) and all sums due under this Agreement have been paid in full.
14.5. This Agreement – and any contractual and non-contractual obligation pursuant hereto - is governed by the laws of Malta and the Client agrees that any disputes hereunder (including non-contractual disputes) shall be under the exclusive jurisdiction of the competent Courts of Malta, or if any contractual and non-contractual obligation pursuant to the Modulr Introduced Terms of Business, shall be governed by the laws of the Netherlands and shall be under the exclusive jurisdiction of the competent courts of Amsterdam, Netherlands.
Wamo Terms and Conditions
Please read these Terms and Conditions carefully before you agree to use an Account or any related services provided by or through us.
These Terms and Conditions, together with the Modulr EU TC’s and the Card Obligation, constitute the entire agreement between Wamo and you.
By accepting the Wamo Terms and Conditions you accept the terms of the Agreement, or by agreeing to open an Account and/or using our services, you accept these Terms and Conditions. If there is anything you do not understand, please contact Customer Services.
3DS - means the EMV 3DS service offered for you or a Cardholder to use when you or a Cardholder make a purchase or place an order on the internet with your Card.
Account - The electronic money account, provided in accordance with these Terms and Conditions.
Account Information Service Provider – means a third-party payment service provider who is authorised by or registered with De Nederlandsche Bank N.V. or another European regulator to provide online account information services, who, with your permission will be able to access certain online account information on one or more payment accounts held by you to give you a consolidated view of your payment accounts.
Account Limits – any limit that applies in relation to your Account and/or Card, such as account maximum balance, and limits on receiving and sending payments from your Account as referred in Clause 2 hereof.
Account Manager - The individuals elected by the Account Owner to be responsible for the management of the Account, also known as an “Authorised User”.
Account Owner – The entity legally responsible for an Account.
Agreement - The agreement for your Account made up of these Terms and Conditions.
Application Programming Interface (API) – means the interfaces provided to the Client to directly instruct Accounts via the Client’s own application.
AML Policy - Wamo’s written policy on anti-money laundering and counter terrorist financing as may be amended from time to time by Wamo.
Applicant – A customer who applies for the Services but is yet to be accepted by Wamo as a Client.
Available Balance - The value of funds available on your Account.
Bacs Credit – Means Bacs Direct Credit. A service enabling organisations to make payments to an account which takes 3 Business Days for the funds to be cleared.
Business Days - Monday to Friday between the hours of 9am-5pm Central European Time (CET) but does not include bank holidays, or public holidays in the Netherlands and Malta.
Card – means a Virtual Card or a Physical Card.
Cardholder - means the individual authorised to use the Physical or Virtual Card issued to you.
Card Scheme - Mastercard and/or Visa or such other payment network through which Card Transactions are processed as may be made available to you from time to time.
Card Transaction –means a Virtual Card Transaction or a Physical Card Transaction.
CHAPS – the Clearing House Automated Payment System, a service enabling organisations to make same-day payments to an account within the UK, within the CHAPS operating days and times.
Chargeback has the meaning given to it in Clause 3 of these Terms and Conditions.
Charges – means the charges payable by you for the Services.
Client – Any client which has been accepted by Wamo and whose account is operated by Wamo based on instructions received from the Client on the Partner Platform.
Consumer - means a natural person not acting in the course of its business or profession.
Confidential Information - any information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to: the business, products, affairs, strategy, contracts, customer relationships, commercial pipelines, business contacts, prospective customers, existing customers, business models, customer pricing, management systems, business methods, corporate plans, maturing new business opportunities, research and development projects, marketing and sales information, sales targets and statistics, discount structures, suppliers and potential suppliers, source codes, computer programs inventions, know-how, technical specifications and other technical information relating to products and services.
Customer Services - The contact centre for dealing with queries about your Account.
Data Protection Laws – means all laws relating to the processing of Personal Data, privacy and security, including, without limitation, the EU Data Protection Directive 95/46/EC (as may be amended from time to time), the General Data Protection Regulations (EU) 2016/679 (“GDPR’’), together with equivalent legislation of any other applicable jurisdiction, delegated legislation of other national data protection legislation, and all other applicable law, regulations and approved codes of conduct, certifications, seals or marks in any relevant jurisdiction relating to the processing of personal data including the opinions, guidance, advice, directions, orders and codes of practice issued or approved by a supervisory authority or the Article 29 Working Party or the European Data Protection Board.
Due Diligence Procedure - Procedures for carrying out due diligence on Clients to comply with its policies and regulatory obligations.
Faster Payment - A service allowing you to make and receive electronic GBP payments in the which is received by the recipient bank within 2 hours provided that the receiving organisation or bank is part of Faster Payments Scheme.
Information – Means any information related to the organisation, and any personal information related to Account Manager or the Cardholder.
Intellectual Property Rights – means without limitation all patents (including models and inventions), trademarks, service marks, trade names, internet designations including domain names, business names, copyrights, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other intellectual property rights and rights or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use, any of the foregoing and "Intellectual Property" shall be construed accordingly;
Merchant - means a merchant authorised to accept Card Scheme-branded Cards.
One-Time Passcode – means the six-digit passcode sent to your mobile phone number by us, via SMS.
Online Portal – means the interface provided by Wamo for the Client to access via the public internet, subject to applicability based on the Client’s relationship with Wamo and can be used for the management of accounts.
Partner Platform – means Wamo’s platform that is permitted by Modulr to introduce and act on behalf of Clients and permitted by you to act as an Authorised User.
Payment Initiation Service Provider – means a third-party payment service provider authorised by or registered with De Nederlandsche Bank N.V. or another European regulator to provide an online service to initiate a Transaction at your request on your Account.
Physical Card - means a physical card-based payment instrument issued to you which uses the Card Scheme payments network, as well as any version or record of such an issued payment instrument stored on an app or other platform, and which may be used to make Physical Card Transactions.
Physical Card Transaction - means the use of a Physical Card to make a payment to a Merchant.
Regulator – De Nederlandsche Bank N.V., located at Spaklerweg 4, 1096 BA Amsterdam, Netherlands or any authority, body or person having, or who has had, responsibility for the supervision or regulation of any regulated activities or other financial services in the Netherlands.
SEPA – the Single Euro Payments Area is the area where citizens, companies and other economic actors can make and receive payments in euro, within Europe, whether within or across national boundaries under the same basic conditions, rights and obligations, regardless of their location. SEPA is driven by the European Commission and the European Central Bank, amongst others, as a key component of the EU Internal Market. SEPA shall be deemed to encompass the countries and territories which are part of the geographical scope of the SEPA Schemes, as listed in the EPC List of SEPA Scheme Countries, as amended from time to time.
SEPA Credit Transfer - a service allowing you to make and receive non urgent EUR electronic payments within SEPA provided that the receiving organisation or bank is part of the scheme.
SEPA Instant Credit Transfer - a service allowing you to make and receive near real time EUR electronic payments within SEPA provided that the receiving organisation or bank is part of the scheme.
SEPA Transfers – means, together, SEPA Credit Transfer and SEPA Instant Credit Transfer.
Services – those products, including but not limited to the Account described by Wamo in the application process.
SWIFT – the global member-owned financial telecommunications system used to facilitate the secure transfer of messages, including payment instructions, between financial institutions.
Inbound Payment – an inbound payment (in such currencies as may be supported by Modulr from time to time) made via SWIFT, or any other service provider which may be used from time to time.
Outbound Payment – an outbound payment (in such currencies as may be supported by Modulr from time to time) made via SWIFT, or any other service provider which may be used from time to time.
Payments – means, together, Inbound Payments and Outbound Payments (and Payment shall be construed accordingly).
Transaction – any debit, credit or other adjustment to an Account that affects the balance of monies held in it, including a Card Transaction.
TPP (Third Party Provider) – means an Account Information Service Provider or a Payment Initiation Service Provider.
Virtual Card – means a virtual card-based payment instrument consisting of (amongst other things) a unique 16-digit account number issued to you which uses the Card Scheme payments network, as well as any version or record of such an issued payment instrument stored on an app or other platform, and which may be used to make Virtual Card Transactions.
Virtual Card Transaction – means the use of a Virtual Card to make a payment to a Merchant.
Wamo Terms and Conditions - This agreement, between Wamo and the Client which governs the terms on which the Client may use its Account.
we, us, our or Wamo – Wamo Solutions Ltd, a limited liability company registered and incorporated under the laws of Malta with company registration number C 97355, whose registered office is situated at Dragonara Business Centre, 5th Floor, Dragonara Road, St Julians STJ 3141, Malta.
Website – means the customer portal that Clients can login into in order to use the Services.
you, your - The Account Owner, also referred to as a Client.
2. ACCOUNT & CARD LIMITS
2.1. Limits may apply to the balance on your Account at any time, the maximum value of an individual payment Transaction, maximum Virtual Transaction value per Card, the maximum aggregate value of all payment Transactions made from your Account or Cards in a particular time period e.g. during any one Business Day and the maximum number of payment Transactions made from your Account over a particular timeframe. Your Cards may also have certain Card Transaction types disabled, such as cash withdrawals at an ATM.
2.2. The limits and restrictions that apply to your Account and Card will be communicated to you during the Account set-up process and/or before the Card is issued to you (as applicable). These limits may also change over time based on your Account and/or Card usage; any such change will be communicated to you. You can check the limits at any time by contacting Customer Services. You should not make a payment Transaction request which exceeds such.
2.3. From time to time a Card Transaction may be authorised which exceeds the limit or restriction applicable to your Account or Card, for example when it is used in an offline environment for example but not limited to payments for or on transport (purchases on a train, aeroplane, underground or toll payments). In such circumstance, a negative balance on your Account may occur. In this case the process in paragraphs 6.15 to 6.17 inclusive will apply.
2.4. Certain Merchants may require verification that the funds held on your Account will cover the Card Transaction amount and will place a “pre-authorisation” on your Card. This amount will be unavailable to you until the Card Transaction is completed or released by the Merchant. The pre-authorisation allows the Merchant up to thirty (30) days to claim and settle any funds owed to them from the Card. Examples include but are not limited to hotels and rental cars. If there are insufficient funds available on your Account, settlement must still be made, which may result in a negative balance on your Account. In this case the process in paragraphs 6.15 to 6.17 inclusive will apply.
2.5. To manage risks, particularly with respect to money laundering, fraud or security concerns, internal controls are applied, including limits, to certain types of payment. These are changed as necessary but for security purposes, are not disclosed.
The terms shall apply where Virtual Cards and/or Physical Cards are issued.
3.1. Transactions Disputes and Chargebacks
3.1.1. For the purposes of these Terms and Conditions, a “Chargeback” means a refund of a Card Transaction after the Client (or Wamo on its behalf) successfully disputes the Card Transaction as permitted by the Card Scheme rules.
3.1.2. The Client shall provide Wamo all relevant information in relation to Virtual Card Transaction as may be required by Wamo to resolve the dispute in accordance with applicable law and, where applicable, to raise a Chargeback in accordance with Card Scheme rules.
3.1.3. The Client agrees that Card Scheme’s decision on the validity of the Chargeback is final and binding and that in the event a Chargeback is not successful or is subsequently reversed the Client will be liable for the amount of the disputed Card Transaction.
3.1.4. Modulr shall at its discretion not refund a Chargeback to the Client until the relevant challenge periods have passed under the relevant Card Scheme rules unless it is required to do under relevant law or regulation.
3.2.1. Where corporate Cards are made available to the Client, the Client will be able to designate individuals as Cardholders permitted to use certain Cards.
3.2.2. The Client must notify Wamo of all individuals it wishes to be Cardholders and shall not permit any other person to use the Cards.
3.2.3. The Client shall be responsible for ensuring that each Cardholder is informed of the Wamo Terms and Conditions as they apply to the Cards and the Client shall ensure that the Cardholder complies with them.
3.2.4. In addition to clause 3.2.3 above, Client shall be responsible for ensuring that each Cardholder reads and accepts the Wamo Terms and Conditions, which shall be made available to the Cardholder by the Client. The Client shall keep a record of each Cardholder’s confirmation given in accordance with this clause and shall promptly make such records available to Wamo on request.
3.2.5. The Client is responsible to provide Wamo with due diligence documentation on each Cardholder. Wamo may refuse to accept any Cardholder at its sole discretion.
3.2.6. The Client shall ensure its Cardholders take all reasonable care to keep any security credentials relating to the use of Cards, such as PIN or any access or similar codes, where applicable, confidential and in accordance with the Wamo Terms and Conditions and Modulr EU TC’s. Where Cards are enabled to be registered/stored within third party apps/devices, the security credentials relating to those third-party apps/devices will also be deemed to be security credentials relating to the use of Cards.
3.2.7. The Client acknowledges and agrees that each Cardholder is authorised by the Client to act on its behalf. Wamo shall deem any instruction given by a Cardholder with respect to Card Transactions as an instruction given by the Introduced Client and the Introduced Client shall be responsible for all actions and the use of Physical Cards by any Cardholder.
3.2.8. In the event of any changes to this Agreement, or if the Client’s Account and/or Card is suspended, cancelled or terminated, it is the Client’s responsibility to communicate any such changes and/or any information regarding the suspension, cancellation or termination to each Cardholder.
3.3. Withdrawal of Cards; Change of Card Scheme; and Conditions for Tokenisation Services
3.3.1. Modulr reserves the right to:
18.104.22.168. cease providing Cards for any reason;
22.214.171.124. provide Cards issued under a different Card Scheme; and
126.96.36.199. cease or amend the ability for Cards to be registered/stored within one or more third party apps/devices.
3.3.2. Wamo shall provide to the Client tokenisation services subject to, where applicable, prior approval of the Clients by the relevant tokenisation provider (Apple Pay and/or Google Pay). Wamo shall not be liable to the Client in the event approval is not granted or is later withdrawn by the relevant tokenisation provider.
4. SCOPE OF THESE TERMS AND CONDITIONS
4.1. Your Account is an electronic money account (and therefore is not a traditional bank account) and the electronic money and any Card associated with it is provided to you by Modulr. Modulr is regulated by De Nederlandsche Bank N.V. for the issuance of electronic money. Your rights and obligations relating to the use of this Account are subject to these Terms and Conditions between you and us, and between you and Modulr.
4.2. The types of Transactions enabled for your Account will be explained to you before or during the application process, or as subsequently enabled. The terms of these Wamo Terms and Conditions applicable to specific Transactions or payment types (for example, Cards) apply only to the extent that such Transactions or payment types are enabled for your Account.
4.3. This Agreement is written and available only in English and we undertake to communicate with you in English regarding any aspect of your Account.
4.4. You agree that we may communicate with you by e-mail or telephone for issuing any notices or information about your Account and therefore it is important that you ensure you keep your e-mail address and mobile phone number updated.
4.5. You can request a copy of these Terms and Conditions at any time by contacting Customer Services.
4.6. By accepting these Terms and Conditions, you acknowledge that the Dutch or Maltese Deposit Guarantee Scheme or other government sponsored insurance does not apply to funds held in the Account.
5. OPENING YOUR ACCOUNT
5.1. Your Account will be opened on your behalf by Wamo. You may only hold an Account so long as you remain an approved client of Wamo, that provided you with your account details.
6. USING THE ACCOUNT
6.1. Your Account can receive bank transfers and other payment types as added and notified to you from time to time. Subject to paragraph 6.3, your Account will be credited upon receipt of the funds which could be up to three (3) Business Days after the payment being instructed, depending on how the payment was sent.
6.2. Your Account can also receive internal transfers from other Accounts issued by Modulr, which apply instantly.
6.3. An incoming payment will not be credited to your Account if:
6.3.1. the Account has reached the Account Maximum Balance or Account Limits; or
6.3.2. the Account is blocked or terminated; or
6.3.3. the sender has provided incorrect/invalid Account Details for your Account; or
6.3.4. the payment is suspected to be fraudulent.
6.4. If your Account cannot be credited for any of the reasons in paragraph 5.3 then the funds may be sent back to the sender without a prior notification to you.
6.5. Your Account will be configured and operated by Wamo. You agree that Modulr may take instructions from Wamo regarding the operation of your Account, including the creation of beneficiaries and instruction of payments, on your behalf. If you disagree with any actions taken by Wamo these should be discussed with us. We are also authorised to take instructions from any other Account Manager and, with respect to Physical Card Transactions, from the Cardholder. You are responsible for all actions of the Account Manager and any Cardholder in relation to the Account and/or Card(s).
6.6. Your Account can make payments out to external bank accounts via SEPA Transfer, Faster Payments, Payments (if selected and available) and other methods as added and notified to you from time to time. Regarding SEPA Transfers, these will be automatically processed as inbound and outbound SEPA payments via SEPA Instant Credit Transfers where possible. In the event that such payments cannot be processed via SEPA Instant Credit Transfers, the payments will default to being made via SEPA Credit Transfers.
6.7. Where Cards are made available to you, your Account can be used to fund Card Transactions. You or your Account Manager can request a Virtual Card or a Physical Card to be issued to you via the Online Portal.
6.8. Where a Virtual Card or Physical Card is issued to you, you may be able to register and/or store the details of the Card within third party apps and/or devices and to use those third-party apps/devices to initiate payments with your Card. When you first register your Card within a third-party app/device we support, you may be required to verify that it is you requesting the registration of the Card. If you do not do this, you may not be able to register and use your Card through the third-party app/device.
6.9. The value of any Card Transaction, together with any applicable fees and charges, will be deducted from your Account upon receipt of the authorisation request from the Merchant.
6.10. If the Card Transaction is made in a currency other than the currency the Card is denominated in, the Card Transaction will be converted to the currency of the Card by the relevant Card Scheme at a rate set by it on the day of receipt of the details of the Card Transaction. The exchange rate varies throughout the day. You can check the relevant rate by clicking on the relevant Card Scheme:
6.11. If you use the Card to make a purchase online you may be asked by the Merchant to use 3DS. Physical Cards are automatically enrolled for use with 3DS. When you use 3DS, you agree that the following shall apply in relation to your use of the Card:
6.11.1. You must provide your mobile phone number before you can use 3DS. You must ensure that your mobile phone can receive SMS at the time of your purchase.
6.11.2. When you use 3DS to purchase from a participating Merchant, you will be presented with an electronic receipt and the One-Time Passcode will be sent to your mobile phone.
6.11.3. Without your One-Time Passcode, you will not be able to make purchases from participating Merchants.
6.11.4. If you update your mobile phone number then you must notify us immediately of your new details, to ensure our records are correct.
6.11.5. The One-Time Passcode is valid for the purchase you received it for. You are responsible for the security and confidentiality of your One-Time Passcode and must not share it with anyone else.
6.11.6. You will be responsible for any fees or charges imposed by your mobile phone service provider in connection with your use of 3DS.
6.12. A Transaction is deemed to be authorised by you when you or your Account:
6.12.1. enters the security information on the Online Portal to confirm a Transaction is authorised, or when it is instructed via API with the relevant security credentials;
6.12.2. when you or your Account Manager submits a request for a creation of a Virtual Card via the Online Portal, you shall be deemed to have authorised any subsequent Virtual Card Transaction made using such Virtual Card up to the authorisation value specified when creating the request for creation of the Virtual Card;
6.12.3. when you or the Cardholder (i) enter a PIN or provide any other security credentials; (ii) sign a sales voucher; (iii) provide the Physical Card details and/or provide any other details as requested; (iv) wave/swipe the Physical Card over a card reader; or (v) insert the Physical Card into a card device or an ATM;
6.12.4. when you give instructions through a third party (such as the recipient of a Payment Initiation Service Provider).
Once the Transaction is confirmed, the Transaction cannot be revoked save for in those circumstances set out in paragraph 6.13 below.
6.13. You can cancel any Transaction which is agreed to take place on a date later than the date you authorised it, provided that you give notice to cancel no later than close of business on the Business Day before the Transaction was due to take place.
6.14. Cancelling a recurring Card Transaction will not cancel the agreement with the organisation you are paying. It is your responsibility to tell the organisation collecting the payment about the changes to your instructions.
6.15. If for any reason whatsoever, a negative balance arises because a Transaction is completed when there are not enough funds on your Account for that Transaction, you shall reimburse the negative balance amount immediately, unless circumstances described in sections 6.16 and 6.17 apply. You agree that once this negative balance is made known to you, you will be charged the amount of negative balance and you must repay it immediately. The amount of the negative balance may be set-off against any funds on your Account, including any subsequently loaded funds. Until this negative balance amount is reimbursed, your Account, including Card(s) may be suspended. The negative balance may also be reported to credit reference agencies.
6.16. Where a negative balance arises because of an error on the part of a Merchant where the Card Transaction occurred, the negative balance amount will be recovered from the Merchant.
6.17. Where a negative balance arises because of an error on the part of the recipient of the payment, we will seek to recover the negative balance amount from the person who made the error.
6.18. The Available Balance on your Account will not earn any interest.
6.19. You can check the balance and Transaction history of your Account at any time by contacting Customer Services, or the Online Portal if you have relevant access details.
6.20. You will have access to your Account statement at any time setting out the information relating to individual payment Transactions. Statements including monthly ones can be downloaded from your Account.
7. THIRD PARTY ACCESS
7.1. You can instruct a TPP to access information on your Account or initiate certain Transactions from your Account provided such TPP has identified itself and it has acted in accordance with the relevant regulatory requirements. We will treat any instruction from an TPP as if it was from you or an Account Manager.
7.2. A TPP may be denied access to your Account if there is any concern about unauthorised or fraudulent access by that TPP and setting out the reason for such denial. Before doing so, you will be informed that access will be denied and the reasons for doing so, unless it is not reasonably practicable, in which case you will be informed immediately afterwards. In either case, you will be informed accordingly. You will not be informed in case security measures would be compromised or would otherwise be unlawful.
7.3. If you have provided consent to a TPP to access the data in your Account to enable them to provide account information services to you or initiate Transactions on your behalf, you consent to sharing your information with the TPP as is reasonably required for them to provide their services to you. Notification of withdrawal of permission should be made including informing the TPP. On notification, such TPP will not be provided access to your Account or the data in it.
8. CLOSING YOUR ACCOUNT
8.1. You may close your Account by contacting Customer Services. Please refer to the relevant terms relating to maintenance of your Account.
8.2. On termination of the Agreement for any reason, these Terms and Conditions will automatically terminate, and your Account will be closed and any Cards issued to you will be cancelled.
8.3. Any Available Balance remaining on the Account after Account closure will be transferred to your nominated bank account via SEPA Transfer. If for any reason this is not possible, such Available Balance will remain yours and you may at any time request a refund by contacting Customer Services. You will not have any access to your Account from the date of Account closure and this Agreement will terminate.
9. YOUR LIABILITY AND AUTHORISATIONS
9.1. You are responsible for understanding and complying with the Agreement including these Terms and Conditions.
9.2. At any time, you may be suspended, restricted or refused to authorise any use of your Account, Cards (including cancelling Card(s)) or refuse to process your instructions or authorise any particular Transaction where:
9.2.1. there is concern about the security of or access to your Account and/or your Card;
9.2.2. there is knowledge or suspicion that that your Account and/or Card is being used in an unauthorised or fraudulent manner;
9.2.3. there is a need to comply with the law or otherwise for regulatory or crime prevention purposes;
9.2.4. the Transaction would breach the limits applicable to your Account and/or Card;
9.2.5. you, the Account Manager or the Cardholder breach an important part of these Terms and Conditions, or repeatedly breach any term in this Agreement and fail to resolve the matter in a timely manner.
9.3. In case of cancellation, suspension or restriction on your Account and/or Card(s), or otherwise refuse to execute a payment order to or to initiate a Transaction, a notification will be made, without undue delay and provided we are legally permitted to do so, notify you of the refusal, suspension or cancellation (as applicable). If possible, reasons for the refusal to execute the Transaction and/or suspending the use of your Account and/or Card, will be provided, and where those reasons relate to factual matters, the procedure of rectifying any factual errors that led to the refusal.
9.4. You, the Account Manager or Cardholder must not:
9.4.1. allow another person to use security information related to the Account, Cards, and/or app/device you use to make Transactions, write down password(s) or any security information unless this is done in a way that would make it impossible for anyone else to recognise any of that information, or
9.4.2. disclose passwords or any security information, or otherwise make them available to any other person, whether verbally or by entering them in a way that allows them to be observed by others.
9.5. You must take all reasonable steps to keep your Account and password(s) and any other security-related details safe, including the security-related details relating to any app and/or devices you have registered or stored your Card on, at all times. If you visit a website or receive a message that asks for your password, other than the Wamo website, this should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Services. If you have any indication that your Account, password or other security information has been compromised, you must immediately change your password and notify us as soon as possible.
9.6. Please refer to Modulr EU TC’s in the event that a Transaction was not authorised by you, your Account Manager, a Cardholder or by a TPP on your behalf. We will provide to Modulr all the information available related to such transaction if and when requested.
9.7. Will not apply and you will bear all losses and liability for:
9.7.1. all Transactions that take place as a result of you or the Account Manager or Cardholder acting fraudulently or failing to comply with these Terms and Conditions with intent or gross negligence. Any such Transactions and any fees and charges relating to such Transactions will be deducted from the Available Balance on your Account.
9.7.2. all Transactions that the Account Manager or Cardholder makes on your behalf as per this Agreement, along with those made by a TPP authorised by you to initiate a Transaction.
9.7.3. all unauthorised Transactions that arise from the use of lost or stolen Physical Cards, the Account or Card security information such as but not limited to the Online Portal log in details, API security details, Card number and CVV, if you, the Account Manager or Cardholder fail to keep the security features of the Account, Cards and/or app/device where your Card is registered/stored safe.
9.8. It is your responsibility to keep us updated of changes to your Information, including e-mail address and mobile numbers. Failure to do so may result in being unable to contact you regarding your Account or to let you know about changes to these Terms and Conditions.
9.9. If you request to recall a Transaction due to an error or mistake caused other than by Wamo, you may be charged (i) a handling fee of €25 per recall and (ii) any fee payable by Wamo to a third-party bank or institution for handling the recall.
9.10. You agree to indemnify and hold harmless, us, Modulr, and our distributors, partners, agents, sponsors, and service providers and their group companies from and against the costs of any legal action taken to enforce this Agreement, including these Terms and Conditions and/or any breach of these Terms and Conditions by you.
10. DISPUTES AND INCORRECT TRANSACTION
10.1. If you (or an Account Manager or Cardholder) have a reason to believe that (i) a Transaction on your Account was unauthorised or was made incorrectly, (ii) a Physical Card is lost or stolen; or (iii) someone else (other than TPP) knows the security credentials or otherwise has unauthorised access to your Account and/or Card, you must inform us immediately by contacting Customer Services. After the notification, the lost, stolen or misappropriated Physical Card and/or security credentials, will be replaced, as appropriate.
10.2. Your claim for a refund of unauthorised or incorrectly executed Transactions will be investigated, provided at all times that you have notified us without undue delay of becoming aware of such incorrectly executed or unauthorised Transaction and in any case within the timeframes required by the Card Scheme rules if the incorrect Transaction relates to a Card Transaction and for all other Transactions within thirteen (13) months of the date of the relevant Transaction. We will not be liable for any unauthorised or incorrectly executed Transactions notified to us after this period.
10.3. If you dispute a Transaction, kindly refer to the Modulr EU TC’s. Wamo will provide any information related to the disputed transaction, if and when requested.
10.4. If an incorrect Transaction is paid into your Account that should not have, where possible, the funds will immediately be send back to the bank acting for the person from whose account the Transaction was made. In such circumstance you agree to return the funds and provide such assistance that is required in recovering the amount from you. If the funds cannot be recovered, details about you and the incorrect payment will be provided to the bank or institution that sent the payment to enable them to recover the funds.
10.5. You will be liable for all Transactions made from your Account if you (or the Account Manager or the Cardholder) have acted fraudulently or have failed with gross negligence:
10.5.1. to keep the security credentials used to access or use your Account and/or Card safe and secure or otherwise failed to comply with these Terms and Conditions in relation to the safety of your Account and/or Card; or
10.5.2. failed to notify in accordance with 10.1 above.
10.6. You may be entitled to a refund where a Transaction from your account which was initiated by payee provided that:
10.6.1. the authorisation did not specify the exact amount;
10.6.2. the amount of Transaction exceeded the amount you could reasonably have expected (taking into your previous spending pattern and other relevant circumstances). You may be asked to provide such information as is reasonably necessary for us to determine if this is correct; and
10.6.3. you asked for a refund within eight (8) weeks of the date the Transaction was debited to your Account.
11.1. We may change these Terms and Conditions by providing you with at least two (2) months’ prior notice by e-mail (provided you have supplied us with an up-to-date e-mail address).
11.2. If you do not agree with the changes to the Terms and Conditions, you may at any time within the two (2) months’ notice period notify us and these Terms and Conditions will be terminated and your Account closed free of charge. If you do not notify us to the contrary during this period then you will be deemed to have accepted the change and it will apply to you when it comes into force.
11.3. If any part of these Terms and Conditions are inconsistent with any legal requirements, then we will not rely on that part but treat it as if it did actually reflect the relevant legal requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.
12. TERMINATION OR SUSPENSION
12.1. Your Account may be terminated at any time by giving you two (2) months’ notice and transfer any Available Balance at the time to your nominated bank account without a charge, or
12.2. Suspension or termination of your Account at any time with immediate effect (and until your default has been remedied or the Agreement terminated) without any prior notice to you if:
12.2.1. we discover any of the Information that we hold for you is false, misleading or materially incorrect; or
12.2.2. if you, the Account Manager, the Cardholder or a third party has engaged in fraudulent activity, money laundering, terrorism, terrorism financing or other illegal activity in connection with your Account or we have reasonable suspicions in respect of same; or
12.2.3. if you have reached your Account Limit; or
12.2.4. you or the Account Manager have breached these Terms and Conditions; or
12.2.5. we are required to do so under any applicable law or regulation or at the direction of any regulatory, law enforcement or other competent authority.
12.3. In the event that we do suspend or terminate your Account then if we are able to do so, we will tell you in advance otherwise we will let you know immediately afterwards (to the extent we are permitted by law).
13. OUR LIABILITY
13.1. Our liability in connection with this these Terms and Conditions (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) shall be subject to the following exclusions and limitations:
13.1.1. We shall not be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds;
13.1.2. We shall not be liable for any loss of profits, loss of business, or any indirect, consequential, special or punitive losses;
13.1.3. where sums are incorrectly deducted from your Available Balance due to our default, our liability shall be limited to payment to you of an equivalent amount to that which was incorrectly deducted from your Available Balance;
13.1.4. in all other circumstances of our default, our liability will be limited to transferring any Available Balance to your nominated bank account.
13.2. In circumstances where sums are incorrectly deducted from your Available Balance due to our fault, if we require your support to enable us to recover the incorrect deduction, you agree to provide us with all assistance that we reasonably require.
13.3. Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.
13.4. To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.
13.5. The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates and other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with these Terms and Conditions.
14. YOUR INFORMATION
14.2. Details of individual transactions will be retained for five (5) years from the date on which the particular transaction was completed. All other records will be retained for five (5) years from which we have ceased to provide you with any product or service.
14.3. You must update any changes to your Information by contacting Customer Services.
14.4. If we discover that the Information we hold about you is incorrect, your Account may be suspended or cancelled Account until the correct Information is established.
14.5. If you or the Account Manager allow or give consent to an Authorised Third Party Provider to access your Account to provide their services, you should know that we have no control over how an Authorised Third Party Provider will use your information nor will we be liable for any loss of information after an Authorised Third Party Provider have access to your information.
15.1. We may contact you by e-mail, text message or post unless provided otherwise under the Agreement. You must maintain a valid e-mail address, a valid mobile telephone number and a valid address registered with us and must notify us of any changes in your registered details without delay. You agree to check for incoming messages regularly.
15.2. Any e-mail will be deemed received as soon as it is sent unless within twenty-four (24) hours the sender receives a failure notice indicating that the email has not been transmitted. Any e-mail will be deemed received by the recipient on the day it is received in his e-mail inbox if received before 4.30 pm on a Business Day. If received at any other time, it will be deemed received on the next Business Day.
15.3. Any communication or notice sent by post will be deemed received three (3) days from the date of posting for Maltese post or within five (5) days of posting for international post. Any communication or notice sent by text message will be deemed received the same day.
16. COMPLAINTS PROCEDURE
16.1. Complaints regarding any element of the service provided by us can be sent to Customer Services.
16.2. All complaints will be subject to our complaints procedure. We will provide you with a copy of our complaints procedure upon request and, if we receive a complaint from you, a copy of our complaints procedure will automatically be posted or emailed to you.
16.3. In most cases we will provide a full response by email to your complaint within fifteen (15) Business Days after the date we receive your complaint. In exceptional circumstances where we are unable to respond in full to your complaint, we will inform you of this giving our reasons for the delay and the timeframe within which you will receive a full reply, which in any event shall be within thirty-five days of the date we received your complaint.
16.4. If we fail to resolve your complaint to your satisfaction any disputes must be submitted to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands except for as subject to your local statutory rights. If you qualify as a consumer (i.e. non-business or professional user) you may also refer your complaint to the Financial Services Complaints Tribunal (Kifid – www.kifid.nl).
17.1. Any delay or failure to exercise any right or remedy under these Terms and Conditions by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
17.2. If any provision of these Terms and Conditions is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
17.3. You may not assign or transfer any of your rights and/or benefits under these Terms and Conditions and you shall be the sole party to the contract between us. You will remain liable until the Account issued to you is terminated. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under these Terms and Conditions.
17.4. No third party who is not a party to these Terms and Conditions has a right to enforce any of the provisions in these Terms and Conditions.
17.5. You can obtain a copy of this Agreement at any time by contacting Customer Services.
17.6. This Account is not covered by a compensation scheme.
18. CONTACTING CUSTOMER SERVICES
18.1. If you have any questions or requests please do not hesitate to contact Customer Services on Customer Support: email@example.com