Terms & Conditions

1. PARTIES

1.1. This User Agreement (“**Agreement**”) is executed by and between:

- a) Wamo.io LTD incorporated and registered in the United Kingdom under company registration number 12352849 and the registered office of which is at TECHNIQUE BUILDING 132-140 GOSWELL ROAD, UNIT 3, LONDON, EC1V 7DY (“WAMO” or “we”).

- b) The person that benefits from our services regarding the indicated terms of this Agreement (“**User**” or “**you**”). Users must be 18 years or over and have a UK/EEA/Swiss registered business. Subject to successful identity and residency verification.

1.2. Issuance of Electronic Money and payment services is provided by PayrNet Limited, a company incorporated in England and Wales (company number: 09883437) with its registered office address at "1 Snowden Street, London, England, EC2A 2DQ" (hereinafter referred to in this Agreement as “Payrnet”). Payrnet is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (register reference 900594) for the issuing of electronic money. Wamo is an EMD agent of Payrnet. PayrNet Ltd terms and conditions for corporates can be viewed [here](https://eu1.hubs.ly/H02qp6s0).

1.3. WAMO operates the website and the related application. Wamo is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (register reference 922901) for the distribution of electronic money and to provide certain payments services on behalf of Payrnet (EMD Agent).

2. DEFINITIONS

2.1. The following words have the following meanings in this Agreement:

“**Agreement**” Means this agreement including all schedules thereto;

“**Business Day**” Means a day when the clearing banks in the city of London are open for business, excluding Saturdays, Sundays and public holidays in England.

“**Confidential Information**” Means the terms of this Agreement as well as any non-public information and data that relates to any Party and any of its customers, clients, suppliers, partners and any third Party doing business or in contact with such party, whether oral, written or in any other form and made available or disclosed to the other party, whether before or after the execution of this Agreement, for the purpose of or pursuant to this Agreement, together with any information derived from such information and any analyses, compilations, studies and other material which contain or otherwise reflect or are generated from such information;

“**Contract**” Means any contract entered into pursuant to this Agreement, including a Payment Contract;

“**Electronic Money**” Means electronically stored monetary value as represented by a claim against us;

“**EMD Agent**” Means a person who provides payment services on behalf of an electronic money institution (as defined in the Law on Electronic Money and Electronic Money Institutions and the Law on Payment Institutions).

“**Platform**” Means the mobile application and/or website that is owned by WAMO;

“**Safeguarded Account**” Means the bank account(s) belonging to Payrnet, which are separate to our own office bank accounts, into which we will receive money from you, or on your behalf, in return for the issuance of Electronic Money.

“**Services**” Means the services identified in clause 5.1.

2.2. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

2.3. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

2.4. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement. o paragraphs are to paragraphs of the relevant Schedule.

2.5. If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the Schedule shall prevail.

2.6. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.7. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.8. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.9. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2.10. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

3. SUBJECT OF AGREEMENT

3.1. This Agreement aims to determine the rights and obligations of the parties regarding their activities on the Platform. You must not use this Platform if you disagree with any part of this Agreement.

4. ISSUING ELECTRONIC MONEY TO YOU

4.1. As part of the Services, Electronic Money shall be issued upon receipt of money from you. The Electronic Money shall be both stored and redeemed upon your express instruction and in accordance with this Agreement. Electronic Money is issued by Payrnet.

4.2. Where we receive money from you or on your behalf, this money will be held by Payrnet in their relevant Safeguarded Account in exchange for the issuance by Payrnet to you of Electronic Money.

4.3. When Payrnet issues Electronic Money such funds held corresponding to the Electronic Money shall not be equivalent to a credit institution holding such funds in that :

- 4.3.1. **Payrnet cannot and will not use the funds to invest or lend to other persons or entities;**

- 4.3.2. **the Electronic Money will not accrue interest; and**

- 4.3.3. **the Electronic Money is not covered by the Financial Services Compensation Scheme.**

4.4. You may hold Electronic Money and Payrnet may hold funds corresponding to your Electronic Money indefinitely. However, if Payrnet hold Electronic Money for you for more than two years without any activity on the account, we shall use reasonable endeavours to contact you to redeem the Electronic Money and return the corresponding funds to you. If we are unable to contact you, we may redeem the Electronic Money and send the corresponding funds, less any of our costs incurred, to the last known bank account we have on file for you.

4.5. WAMO and Payrnet accept no responsibility in the event that you send money to the incorrect account.

4.6. We do not accept cash or cheques. We accept monies via a variety of methods of electronic funds transfer to our bank account, the details of which we shall provide to you upon request.

4.7. Payments for instalments payable under the ‘Pay Later’ scheme shall be made by means of a standing order or direct debit from an account held by the User duly approved by us beforehand. In the event that there are not sufficient funds to settle an instalment payment upon becoming due, we shall reserve the right to charge a fee and the provisions of clause 12.3 may apply.

4.8. All funds provided by you may be appropriated by Payrnet if Payrnet incurs any liability in respect of any Contract or in the event that you are unable to pay sums due to Payrnet or you breach this Agreement.

4.9. If you fail to make any payments, in full or in part, due to Payrnet on time then (without prejudice to any other right or remedy that may be available to Payrnet under the Contract or general law):

- 4.9.1. **Payrnet may charge you interest at the rate of 4% above the base rate of one of the central banks of the country of the currency you owe Payrnet money in or the Bank of England (the choice of which is at our discretion) from the date payment is due until the date payment is made and shall be compounded monthly;**

- 4.9.2. **Payrnet will be entitled to terminate the Contract.**

4.10. Payrnet may, at its discretion, make payments to third party introducers.

5. RIGHTS AND OBLIGATIONS OF PARTIES

5.1. You must create an account on the Platform to use the Services. To register for an account, you must provide your name, date of birth, e-mail and other personal data and accept the terms of this Agreement. You agree that you will use the Services only for yourself, and not on behalf of any third party, unless you have obtained prior approval from WAMO.

5.2. You will provide WAMO with certain information WAMO requests for the purposes of identity verification and to comply with the requirements of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and EU Wire Transfer Regulations (Regulation (EU) 2015/847) and related legislations. Furthermore, in order to comply with these legislations, WAMO is required to request additional information regarding your source of fund when certain thresholds are reached. Once a credible source of funds has been provided, you will be able to continue using the Platform. WAMO will collect and process such personal data in accordance with the Privacy Policy.

5.3. You confirm that all the personal and other kinds of information (any audio, video, text, images or other material you choose to display on the Platform) that you share when visiting the Platform and becoming a User are accurate, complete and up-to-date. WAMO reserves the right to suspend or terminate your account in case you provide incomplete, inaccurate or misleading information.

5.4. The information that you share must be your own and must not be invading any third-party’s rights. WAMO reserves the right to remove any of your content from the Platform at any time without notice.

5.5. You accept that you are at least 18 years old and have the legal capacity to execute agreements and legally bind yourself.

5.6. If you wish to make any transactions or take any other actions on the Platform, you accept that you are fully informed regarding your obligations under this Agreement and the relevant laws.

5.7. You will determine your user password to enter into the Platform. You accept and undertake that you are liable to protect your password and not share your password with any third parties.

5.8. In case your mobile phone or account is either stolen, lost or accessed by an unauthorised person, you must promptly inform WAMO to suspend your account. Otherwise, third parties may misuse your account. In such case, you accept that WAMO will not be responsible for the occurrence of such an event.

5.9. You can integrate your contacts on the Platform to easily transfer money to them. Upon your permission, WAMO sends the necessary information to the server in order to capture the numbers matching with the phone contacts. However, WAMO does not store this information.

5.10. Upon your permission, WAMO and its business partners may send push notifications to you through the Platform.

5.11. You agree that WAMO may share all the information and documents requested by the competent authority, attorneys and legally authorised persons and you will provide further necessary information to WAMO in case of an investigation, litigation or any other request which is based on reasonable grounds.

5.12. You agree that in an event of a breach of the provisions of this Agreement, you will be responsible for both criminal and civil consequences resulting from such breach.

5.13. You are liable for any material, moral, direct/indirect damages suffered by WAMO, its team members and/or any other person as a result of a breach of the terms of this Agreement. You agree to compensate any expenses and fines that WAMO pays due to your fault, within 30 (thirty) days from the written request of WAMO.

5.14. You acknowledge and agree that we are obliged to report any reasonable suspicions about instructions received, transactions and activities to the competent authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under any applicable legislation to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.

6. YOUR WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

6.1. You warrant and represent to WAMO and Payrnet that:

- 6.1.1. **you are acting in the course of a business, trade or profession;**

- 6.1.2. **all information that you supply to us is complete, true, accurate and not misleading in any material respect;**

- 6.1.3. **all sums which you send to us or are sent to us on your behalf (until these monies become due to us or are paid back to you) are and will remain owned by you and you have not created and will not create any charge or other encumbrance over or in respect of such monies.**

- 6.1.4. **you are not prevented by any legal disability or subject to any law or regulation from performing your obligations under this Agreement and any related transactions contemplated by them;**

- 6.1.5. **you comply with all relevant laws, regulations, exchange control requirements and registration requirements.**

6.2. You undertake to inform us with immediate effect, if you are a corporation, where beneficial ownership of your corporation changes by more than 10%.

7. PRIVACY AND SECURITY

7.1. Please see our WAMO’s Privacy Policy to learn how we collect, use and disclose your personal data to provide you with the best level of service.

7.2. WAMO takes appropriate and reasonable technical and organizational measures to protect the Platform within the industry standards.

7.3. WAMO ensures that the Platform is likely to operate uninterrupted and free of any bugs or problems. However, WAMO cannot guarantee that such services will satisfy the User’s expectations and will not be responsible for such interruption, bug or problem.

8. CONFIDENTIALITY

8.1. We undertake that we shall not at any time, disclose to any person any of your Confidential Information, except in the following circumstances:

- 8.1.1. **to our employees, officers, representatives or advisers who need to know such information for the purposes of exercising our rights or carrying out our obligations under or in connection with this agreement. We shall ensure that our employees, officers, representatives or advisers to whom we disclose your Confidential Information comply with this clause; and**

- 8.1.2. **as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.**

8.2. We may disclose Confidential Information to the person or organisation which introduced or referred you to us, solely as necessary and limited to the purpose of paying such person or organisation an introductory/referral or affiliate fee.

9. YOUR CONTENT

9.1. In this Agreement, "your content" shall mean any audio, video text, images or other material you choose to display on this Platform. By displaying your content, you grant WAMO and its subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services.

10. INTELLECTUAL PROPERTY

10.1. Other than your content under this Agreement, you acknowledge and agree that WAMO and/or its licensors own all the intellectual property rights and materials contained in this Platform. You are granted limited license only for purposes of viewing the material contained on this Platform.

11. RESTRICTIONS

11.1. You are specifically restricted from all of the following:

- 11.1.1. **copying, transmitting, distributing, reverse engineering, modifying, publishing, or participating in the transfer or sale of, creating derivative works from, or in any other way exploiting any of Platform material;**

- 11.1.2. **selling, sublicensing and/or otherwise commercializing any Platform material;**

- 11.1.3. **publicly performing and/or showing any Platform material;**

- 11.1.4. **using this Platform in any way that is or may be damaging to this Platform;**

- 11.1.5. **participating or engaging in, or causing others to participate or engage in, the intentional abuse or misuse of the Platform;**

- 11.1.6. **using this Platform in any way that impacts user access to this Platform;**

- 11.1.7. **using this Platform contrary to applicable laws and regulations, or in any way may cause harm to the Platform, or to any person or business entity;**

- 11.1.8. **engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Platform;**

- 11.1.9. **using this Platform to engage in any advertising or marketing.**

11.2. Certain areas of this Platform are restricted from being accessed by you and WAMO may further restrict access by you to any areas of this Platform, at any time, in absolute discretion. Any user ID and password you may have for this Platform are confidential and you must maintain confidentiality as well.

12. ACCOUNT TERMINATION

12.1. You may close your account at any time. You will still be obligated to WAMO for any fees incurred, if applicable, before the closure and WAMO will remit to you funds not yet paid to you and associated with pre-closure fund transfers. If your account balance is below our documented minimum transfer amount, you may be responsible for any applicable transaction fees that may be incurred in the funds transfer.

12.2. WAMO may terminate your account, at its discretion, upon notice to you via e-mail, SMS, or phone communication. In such circumstances Wamo will provide a minimum of two (2) months’ notice.

12.3. WAMO may also terminate or suspend your access to the Services, with immediate effect, if WAMO suspects that you have failed to comply with this Agreement, conduct fraudulent, abusive, or unauthorized activity, or if you provide any false, incomplete, inaccurate or misleading information. WAMO will not be liable to you for any loss that you may incur in connection with our termination or suspension of your account.

12.4. Upon the effective date of termination:

- 12.4.1. **you will no longer be able to avail yourself of the Services;**

- 12.4.2. **all of your payment obligations under this Agreement will immediately become due and payable;**

- 12.4.3. **we shall redeem any Electronic Money we hold for you and send the equivalent funds to a bank account in your name, unless agreed by both parties, less any monies which are due and owing to us.**

13. NO WARRANTIES

13.1. This Platform is provided "as is," with all faults, and WAMO expresses no representations or warranties, of any kind related to this Platform or the materials contained on this Platform. Also, nothing contained on this Platform shall be interpreted as advising you.

14. LIMITATION OF LIABILITY

14.1. In no event, WAMO and any of its officers, directors and employees shall be held liable for anything arising out of or in any way connected with your use of this Platform whether such liability is under contract or otherwise. WAMO, including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Platform.

14.2. Where Payrnet or WAMO and another person (such as another payment services provider) are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid his or its share.

14.3. Where any loss, liability, cost or expense (a “Loss”) is suffered by you for which Payrnet or WAMO would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction. For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred.

14.4. Payrnet and WAMO accept no responsibility for any delay in fulfilling a Contract attributed to the late arrival of funds or instruction of payment relative to the cut off times of the designated bank or for delays or faults due to the clearing banks or banking systems.

14.5. Payrnet and WAMO shall not be liable for any bank charges that you may incur in sending funds to or receiving funds from us.

14.6. Payrnet and WAMO shall not be liable to you for the non-performance of our obligations or the failure to execute any Payment Order if the execution of the Payment would be illegal.

14.7. Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence or for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by us or to the extent that the liability may not be excluded or limited by any applicable law.

15. INDEMNIFICATION

15.1. You hereby indemnify to the fullest extent WAMO from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to your breach of any of the provisions of this Agreement.

16. SEVERABILITY

16.1. If any provision of this Agreement is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.

17. CHANGES TO AGREEMENT

17.1. WAMO may amend the agreement at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our platform or communicating it to you through the Services. Such revised version will be effective as of the time it is posted, but will not apply retroactively.

18. CHANGES TO AGREEMENT

18.1. WAMO is allowed to assign, transfer, and subcontract its rights and/or obligations under this Agreement without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under this Agreement.

19. FORCE MAJEURE

19.1. Neither WAMO nor the user be liable for delays in processing or other non-performance caused by force majeure such as fires, telecommunications, utility, or power failures, equipment failures, labour strife, riots, war, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.

20. FORCE MAJEURE

20.1. This Agreement constitutes the entire agreement between WAMO and you in relation to your use of this Platform, and supersede all prior agreements and correspondences.

21. GOVERNING LAW AND JURISDICTION

21.1. This Agreement and any Contract to which this Agreement applies and any disputes or claims arising out of or in connection with this Agreement or any such Contract or its or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England.

21.2. You irrevocable agree that the courts of England have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with this Agreement and any Contract or their subject matter or formation (including non-contractual disputes or claims) or any of the documents to be entered into pursuant to this Agreement.

22. COMPLAINTS

22.1. If you feel that we have not met your expectations in the delivery of our Services, please contact us via email from [complaints@wamo.io](mailto:complaints@wamo.io)

22.2. We have internal procedures for handling complaints fairly and promptly in accordance with the Financial Conduct Authority’s requirements. Complaints will be responded to within 15 business days, or up to 35 business days in exceptional circumstances. A copy of our complaints procedure is available upon request.

22.3. If you are an eligible complainant, you may be able to take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response. Eligibility criteria and information on the procedures involved are available from [http://www.financial-ombudsman.org.uk.](http://www.financial-ombudsman.org.uk.)

23. CONTACT

23.1. If you have any questions or requests please contact us at [support@wamo.io](mailto:support@wamo.io).

Cards

WAMO Card is issued by PayrNet Limited pursuant to licence from Visa. PayrNet Limited is a company incorporated in England and Wales (company number: 09883437) with its registered office address at "1 Snowden Street, London, England, EC2A 2DQ". PayrNet Limited is a wholly owned subsidiary Railsr and provides regulated financial services to Railsr customers. Railsr is a trading name of Railsbank Technology Limited. PayrNet Limited is hereinafter referred to in this Agreement as “Payrnet”. Payrnet is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (Reference: 900594) for the issuing of electronic money. Wamo is an EMD agent of Payrnet.

WAMO operates the website and the related application. Wamo is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (register reference 922901) for the distribution of electronic money and to provide certain payments services on behalf of Payrnet (EMD Agent).

1. THIS AGREEMENT

1.1. This Agreement governs the relationship between you and us for the provision of the Card by us to the Cardholder. This Agreement also contains important warnings and information that may affect your rights. By using your Card, you will be deemed to have accepted and fully understood the terms and conditions set out in this Agreement and you agree to comply with these by your use of the Card and/or by indicating your acceptance. The Card remains our property. The Card is not transferable. This Agreement should be read in conjunction with our Privacy Policy which sets out further terms and information in relation to the use of our Platform.

1.2.This Agreement will commence on the Commencement Date and will terminate in accordance with Clause 11.

2. DEFINITIONS

2.1. The following words have the following meanings in this Agreement:

**“Account(s)”** means the electronic money account associated with the Card;

**“Agreement”** means these terms and conditions, including any future updates or amendments thereto;

**“Authorised”** and **“Authorisation”** mean the act of authorising a payment transfer by using the Card together with (i) the PIN code; or (ii) the CVV code and Expiry Date; or (iii) the use of contactless technology; or (iv) the signature of the Cardholder;

**“AISP”** means an account information service provider;

**“Available Balance”** means the value of unspent funds in the Account which are available for a Cardholder to spend;

**“Business”** means the party authorised to fund the Account and to whom the electronic money is issued, which for the avoidance of doubt is not a Micro-Enterprise;

**“Business Day”** means a day when the clearing banks in the city of London are open for business, excluding Saturdays, Sundays and public holidays in England;

**“Card”** means a Card, which is a Visa debit card, provided by us to a Cardholder whereby the Cardholder can spend Available Balance;

**“Cardholder”** means the person authorised by the Business to use the Card to spend Available Balance in the person’s capacity as a representative of the Business and not in his/her own personal capacity. For the avoidance of doubt a Cardholder is not acting as a consumer for the purposes of this Agreement;

**“Commencement Date”** means the date you sign up for the Card and accept this Agreement in doing so;

**“Confidential Information”** means the terms of this Agreement as well as any non-public information and data that relates to any Party and any of its customers, clients, suppliers, partners and any Third Party doing business or in contact with such Party, whether oral, written or in any other form and made available or disclosed to the other Party, whether before or after the execution of this Agreement, for the purpose of or pursuant to this Agreement, together with any information derived from such information and any analyses, compilations, studies and other material which contain or otherwise reflect or are generated from such information;

**“Contactless”** means a payment feature that provides cardholders with a way to pay by tapping the Card on a point-of-sale terminal reader for transactions of up to a specified limit;

**“Electronic Money”** means electronically stored monetary value as represented by a claim against Payrnet;

**“EMD Agent”** means a person who provides payment services on behalf of an electronic money institution (as defined in the Law on Electronic Money and Electronic Money Institutions and the Law on Payment Institutions);

**“Expiry Date”** means the expiry date of the Card, which will usually be printed on the Card;

**“Fee”** means any fee assessed against a Card, as referenced in the Fees Schedule;

**“Fees Schedule”** means the fee schedule which may be updated from time to time. The current version is available on the Platform and Annex A attached;

**“KYC”** means ‘know your customer’ which means the requirements for knowledge of and information on customers of regulated entities in order to comply with anti-money laundering and counter-terrorist financing law;

**“Merchant”** means a retailer or any other person that accepts Cards;

**“Micro-Enterprise”** means an entity which is engaged in an economic activity of any form which employs fewer than 10 people and whose annual turnover and/or balance sheet total that does not does not exceed €2 million;

**“Physical Card”** means a plastic debit card;

**“PIN”** means the personal identification number associated with a Card which can be used as one method of Authorising Transactions;

**“PISP”** means payment initiation service provider;

**“Platform”** means the mobile application and/or website that is owned by WAMO;

**“Shortfall”** means when the balance of Available Balance is negative for whatever reason, including when a Transaction has been Authorised when there was not a sufficient Available Balance;

**“Transaction”** means:

- (i) paying a Merchant for goods and/or services through Authorising the Card; and

- (ii) obtaining cash from an ATM or bank by Authorising the Card;

**“Virtual Card”** means a digital card that is uploaded to a mobile handset and used as a debit card;

**“WAMO”** means WAMO.IO LTD incorporated and registered in the United Kingdom under company registration number 12352849 and the registered office of which is at TECHNIQUE BUILDING 132-140 GOSWELL ROAD, UNIT 3, LONDON, EC1V 7DY that carries out the activities on the website and “WAMO” mobile application. WAMO is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (register reference 922901) for the distribution of electronic money and to provide certain payments services on behalf of Payrnet (EMD Agent);

**“You”** means the Business and/or the Cardholder, as the context may require.

2.2. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

2.3. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

2.4. References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

2.5. If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the Schedule shall prevail.

2.6. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.7. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2.8. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.9. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2.10. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

3. ABOUT OUR CARDS

3.1. The Card is a debit card that can be used worldwide to pay for goods and services at participating Merchants that accept Visa.

3.2. The Cardholder can use the Card up to the amount of the Available Balance for Transactions:

- 3.2.1. via the Internet;

- 3.2.2. at Merchants; and

- 3.2.3. to make cash withdrawals from ATMs.

3.3. The Card is not linked to your primary bank account which adds to its security. Only funds available on the Card may spent by spent by the Cardholder. Available Funds do not accrue any interest, nor trigger interest charges for overdrawn accounts, so you can safely use it, knowing that you can only spend the money you have loaded onto the Card. Because it is not a current bank account or a credit card, you will not incur interest charges by going overdrawn, nor will you earn any interest on funds that you have on your Card.

3.4. Although the vast majority of Merchants accept Visa, WAMO cannot guarantee that a particular Merchant will have the facilities to accept such payments. We recommend checking with the Merchant in advance.

3.5. You may be issued with:

- 3.5.1. a Physical Card, which will have the details of the PAN, the Expiry Date of the Card and the CVV code printed on it; or

- 3.5.2. a Virtual Card, in which case you will not receive a Physical Card but will receive details of the PAN, the Expiry Date and the CVV2 code.

3.6. To obtain a Card, you will need to sign up for an Account on our Platform (Please refer to the User Agreement which may be accessed from the following website: wamo.io). The Business can request a Card for any number of Cardholders (max 20 Physical or Virtual cards). Your Physical Card will be sent to the Business by post.

3.7. Upon receipt of the Physical Card, you may activate it by logging into your Account on our Platform. No transactions will be approved unless the Card is activated.

3.8. If you are issued with a Physical Card:

- 3.8.1. you must sign the Physical Card as soon as you receive it; and

- 3.8.2. you may also receive a secret personal identification number (“PIN”) separately by post or you may be able to retrieve it electronically via our Platform.

3.9. You can manage the Card on your secure area of our Platform.

3.10. The Card shall remain valid until the Expiry Date. If you require a replacement Card, please contact us using our contact details set out in Clause 33. Please note that an additional fee may be charged for a replacement Card – please refer to Clause 18 for more information.

4. KYC

4.1. We require evidence of who you are and your address for our KYC procedures. We may ask the Cardholder or the Business to provide some documentary evidence to prove this and/or we may carry out checks on you electronically.

4.2. The files of credit reference agencies may be searched to assist in the identity verification process. This is not a credit search and does not have a detrimental effect on an individual’s credit score/rating or influence an individual’s ability to obtain or raise credit. The credit reference agency will keep a record of any search and this will show as a ‘soft footprint’ on your credit record to alert you that a search was conducted.

5. FUNDS IN THE ACCOUNT

5.1. Only the Business can add money to the Account. The Cardholder will not be able to add money to the Account.

5.2. We reserve the right to suspend or terminate the right add money to the Account at any time without notice.

5.3. The Business solely owns the funds representing the Available Balance and is the legal owner of these funds.

6. SERVICE LIMITS

6.1. Transactions may be restricted by Card type, individual usage patterns and payment risk profiles. For anti-money laundering and anti-fraud reasons, we reserve our right to change particular payment restrictions (including from those published or included herein) without notice and to the extent required to meet our regulatory obligations.

7. TRANSACTIONS

7.1. The Card is an e-money product and as such it is not covered by the Financial Services Compensation Scheme. You may only use the Card for lawful Transactions.

7.2. We will be entitled to assume that a Transaction has been Authorised by you where you:

- 7.2.1. allow a Merchant to swipe the magnetic strip of the Card and the corresponding sales slip is signed;

- 7.2.2. insert the Card into a chip & PIN device and the correct PIN is entered;

- 7.2.3. provide relevant information to the Merchant that allows the Merchant to process the Transaction, for example, providing the Merchant with the PAN, the Expiry Date and the CVV2 in the case of an internet or other non-face-to-face Transaction;

- 7.2.4. provide relevant information to the payment initiation service provider that allows the payment initiation service provider to process the Transaction; or

- 7.2.5. the Card is tapped against a “contactless” enabled reader and is accepted by such reader.

7.3. The Cardholder should only use the Card as permitted by the Business. If the Cardholder uses the Card, we are entitled to presume that the Cardholder has the Business’ permission to spend the Available Balance until notified to the contrary by the Business.

7.4. You acknowledge the correctness of the amount of each Transaction which you authorise.

7.5. Once you have authorised a Transaction, the Transaction cannot be stopped or revoked. You may in certain circumstances be entitled to a refund in accordance with this Agreement.

7.6. On receipt of notification of your authorisation of a Transaction and the Transaction payment order from the Merchant and/or authorised bank, normally we will deduct the value of the Transaction, plus any applicable fees and charges, from the available funds in the Account. We will execute the Transaction by crediting the account of the Merchant’s or ATM operator’s or bank’s (as applicable) payment service provider by the end of the next Business Day following the notification. If the notification is received on a non-Business Day or after 4:30 pm on a Business Day, it will be deemed received on the next Business Day.

7.7. We are not liable if, for any reason, the affiliated Merchants or authorised banks do not accept the Card, or accept it only partly, nor are we liable in the case of late delivery of, or failure to deliver, goods or services. In the event of disputes or complaints of any kind concerning goods or services, or the exercise of any right in this connection, you should contact the affiliated Merchant and/or authorised ban and/or ATM operator.

7.8. It is your responsibility to ensure that there is sufficient Available Balance to enter into each Transaction in your Account, to cover any spend, Card including value added tax and any other taxes, charges and Fees that are applicable. Should the Account at any time and for any reason have a negative balance, you shall repay the excess amount immediately and in full.

7.9. For Card usage conducted in a Contactless manner, you will need to have made at least one chip and PIN Transaction as described in Clause 7.2.2 to activate the contactless part of the chip before doing so. Failing to do so will lead to a declined transaction. When using your Card for contactless transactions, the contactless limit in effect at the time of the transaction will apply without using the PIN. This limit is regulated by VISA and may vary from time to time.

7.10. For Card usage conducted in other currencies (other than the currency of the Card), you shall accept the exchange rate used by Visa, which can be found [https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html](https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html). Any changes in exchange rates may be applied immediately and without notice. The exchange rate, where applicable to a Transaction, will be shown in the e-statement. Please be careful when opting to use a Merchant’s, bank’s or ATM operator’s exchange rates as they are often less competitive that the card scheme’s exchange rate.

7.11. The maximum amount you may withdraw in cash shall be subject to a daily limit, irrespective of the available funds in the Account. We may charge a fee for withdrawal of cash. Some ATMs may charge an additional fee, which is not included in the Fees Schedule, however, will apply on top of the fees set out in the Fees Schedule.

7.12. WAMO and Payrnet have the right to review and change the spending limits on the Card at any time. You will be notified of any such changes through our Platform.

8. SUSPENSION, RESTRICTIONS OR NON-EXECUTION OF THE CARD AND/OR THE ACCOUNT

8.1. We may at any time suspend, restrict or terminate the Card and/or the Account, refuse to issue or replace a Card or refuse to authorise a Transaction for reasons relating to the following:

- 8.1.1. if we have reasonable grounds to believe that the Card is being in a way which is not approved by the Business;

- 8.1.2. if we have reasonable grounds to believe that the security of the Card has been compromised or suspect that the Card is being used in an unauthorised or fraudulent manner;

- 8.1.3. if there is insufficient Available Balance in the Account at the time of a Transaction to cover the amount of the Transaction and any applicable Fees;

- 8.1.4. if there is an outstanding Shortfall in the Account;

- 8.1.5. if we have reasonable grounds to believe that you are acting in breach of this Agreement;

- 8.1.6. if we have reasonable grounds to believe that a Transaction is potentially suspicious or illegal (for example, if we believe that a - ---Transaction is being made fraudulently) or because of errors, failures (whether mechanical or otherwise) or refusals by Merchants, payment -processors or payment schemes processing Transactions; or

- 8.1.7. if we need to do so in order to comply with the law.

8.2. If we do this, we will inform you of the action taken and its reasons in advance or, if that is not possible, immediately after, unless to do so would compromise reasonable security measures or be otherwise unlawful. We will reactivate the Account and where appropriate issue you with a replacement Card if after further investigations we reasonably believe that the reasons for the action no longer apply. Where the refusal is reasonably justified, we may charge you a fee when we notify you that your payment request has been refused.

8.3. The Business will remain responsible to Payrnet for the use of the Card. Your ability to use or access the Card may occasionally be interrupted, for example, if we need to carry out maintenance on our systems. Please contact us using the contact details set out in Clause 33 to notify us of any problems you are experiencing using the Card or Account and we will endeavour to resolve any problem.

9. ACCESS TO INFORMATION ON TRANSACTIONS AND AVAILABLE FUNDS IN THE ACCOUNT

9.1. We will send you an instant push notification on the Platform to let you know that a payment has been made. The push notification will set out:

- 9.1.1. a reference to help you identify each Transaction;

- 9.1.2. the amount of each Transaction;

- 9.1.3. the currency in which your Card is debited;

- 9.1.4. the amount of any Transaction charges including their break down, where applicable;

- 9.1.5. the exchange rate used in the Transaction by us and the amount of the transaction after the currency conversion, where applicable; and

- 9.1.6. the Transaction debit value date.

9.2. We will also send you an email each month to let you know your monthly statement is ready on the Platform. The monthly statement will set out:

- 9.2.1. a reference to help you identify each Transaction;

- 9.2.2. the amount of each Transaction;

- 9.2.3. the currency in which your Card is debited;

- 9.2.4. the amount of any Transaction charges including their break down, where applicable;

- 9.2.5. the exchange rate used in the Transaction by us and the amount of the transaction after the currency conversion, where applicable; and

- 9.2.6. the Transaction debit value date.

If there are no transactions on the Card for more than a month, then we will not provide you with a statement.

9.3. You can also download your monthly statement as a PDF by logging into your Account on our Platform.

9.4. If for any reason you have some Available Balance left in your Account following the termination of this Agreement, you may redeem them in full up to six (6) years following the termination.

10. KEEPING THE CARD SECURE AND LIABILITY

10.1. You are responsible for the Card, Account and PIN. The Card and Account security details are not to be shared with any other unauthorised party.

10.2. You must take all reasonable steps to keep the PIN safe and separate from the Card or any record of the Card number and not disclose it to anyone else. This includes:

- 10.2.1. not keeping your PIN with the Card;

- 10.2.2. not storing the PIN on a device which is not password protected;

- 10.2.3. never sharing your PIN with anyone;

- 10.2.4. when entering your PIN, taking all reasonable steps to ensure it cannot be observed by others;

- 10.2.5. not entering your PIN into any terminal that appears to be modified or suspicious; and

- 10.2.6. if you believe that anyone has gained unauthorised access to your PIN, notifying us without undue delay following the procedures in Clause 14.

10.3. You will need a PIN in order to make payments at a Merchant or cash withdrawals (from an ATM or a bank) with the Card. If you forget your PIN, you may retrieve the PIN or request a replacement PIN by using the contact details set out in Clause 33.

10.4. We recommend that you check your Available Balance in your Account regularly on our Platform. You will be provided with your Available Balance and an e-statement of recent Transactions on the Account. We also recommend and instruct you to go thoroughly over all the Transactions on a regular basis on our Platform.

10.5. The Business will be liable for all losses, including any related fees and charges, for any unauthorised Transaction if we can show that you have:

- 10.5.1. acted fraudulently; or

- 10.5.2. failed with intent or gross negligence to use and keep safe the Card, Account or PIN in accordance with this Agreement.

10.6. The Business will also be liable for all losses, including any related fees and charges, for any unauthorised or incorrectly executed Transaction if you fail to notify us without undue delay on becoming aware of the Transaction, and in any event within thirty (30) days of the Transaction debit date.

10.7. In all other circumstances, the maximum liability will be as set out in this Clause 10 and in Clauses 14 and 16.

10.8. If you believe that someone else knows the Account or Card security details, you should contact us without undue delay.

10.9. Once any Card on the Account has expired or if it is found after you have reported it as lost or stolen, you agree to destroy it by cutting it in two through the magnetic strip.

10.10. The Business agrees to indemnify and hold us harmless from and against all reasonable costs of any legal action taken to successfully enforce this Agreement arising out of a material breach of any of the terms and conditions of this Agreement by you or by your fraudulent conduct.

11. CANCELLING THE CARD AND TERMINATING THE AGREEMENT

11.1. If you wish to terminate this Agreement at any time, you must request cancellation or termination by contacting us using the contact details set out in Clause 33 informing us of your wish to terminate. The Agreement also terminates upon the Expiration Date subject to Clause 12.

11.2. Once we have received all the necessary information from you and we have completed and are satisfied with the outcome of applicable anti-money laundering, fraud and other illegal activity checks (including KYC), and once all Transactions and applicable fees and charges have been processed, we will send any Available Balance to the Business’s designated payment or bank account less any fees and charges payable to us, provided that no law, regulation, law enforcement agency, court or regulatory authority requires us to withhold the Available Balance. If we are not able to send the Available Balance for whatever reason, it will be safeguarded pursuant to Clause 33 for a maximum period of twenty (20) years, after which time it will become our property. A Fee will be charged during this period until either the Available Balance is sent to the Business or it is exhausted. The Available Balance will be sent as soon as it is possible to do so.

11.3. A Fee may be charged for cancellation (see Clause 18 below) unless you have arranged to transfer any unused funds to another Card managed by us for the Business.

11.4. If, following distribution of the Available Balance to the Business, any further Transactions are found to have been made or charges or Fees incurred using the Card or we receive a reversal of any prior Transaction, we will notify the Business of the amount and the Business must immediately repay us such amount on demand as a debt.

12. EXPIRY & REDEMPTION

12.1. The funds on the Account will no longer be usable following the Expiry Date of the most recent Card that was issued under the Account until a replacement Card is issued.

12.2. The Card and this Agreement will terminate on the Expiry Date unless you are issued a renewal Card prior to the Expiry Date. You may not use the expired Card after the Expiry Date. If a Card expires before the Available Balance is exhausted, the Available Balance on the Expiry Date will be returned to the Business as set out in and subject to Clause 11.

12.3. We will have the right to set-off, transfer, or apply part or all of the Available Balance to satisfy all or any liabilities and fees owed to us by the Business that have not been paid or satisfied when due.

12.4. Authorisation will be requested for a Transaction at the time of the Transaction. In the unlikely event, for any reason whatsoever, a Transaction is completed when there are insufficient funds on the Account for that Transaction which results in a Shortfall, the Shortfall will be repaid by the Business unless it is due to:

- 12.4.1. an error on the part of the Merchant to which the Card was provided by you as the means of payment; or

- 12.4.2. an error on the part of Payrnet.

12.5. Should the Business not repay this amount immediately after receiving an invoice or notification from us, we reserve the right to take all steps necessary, including legal action, to recover any monies outstanding.

13. TERMINATION AND SUSPENSION OF CARD AND ACCOUNT

13.1. We may terminate the Agreement for any reason by giving you at least thirty (30) days’ notice.

13.2. We may terminate the Agreement without prior notice if:

- 13.2.1. if you breach an important part of this Agreement, or repeatedly breach the Agreement and fail to resolve the matter within ten (10) days;

- 13.2.2. we so agree with the Business;

- 13.2.3. the Business fails to pay Fees or charges that you have incurred or fail to cure any Shortfall; or

- 13.2.4. we are required to do so by law or by the card scheme (for example, where the provision of the Card to you becomes unlawful).

13.3. We may also terminate this Agreement or suspend the Card or Account without prior notice if:

- 13.3.1. we reasonably believe the Card is deliberately being used by you to commit fraud or for other illegal purposes; or

- 13.3.2. we discover that any of the information you provided us with when you applied for the Card was incorrect.

13.4. If we terminate the Agreement without prior notice, we will tell you as soon as practicable afterwards unless we are prohibited by law from doing so.

14. LOST AND STOLEN CARD AND THE RIGHT TO A REFUND FOR UNAUTHORISED TRANSACTIONS

14.1. If you know or suspect that the Card is lost or stolen, or that the PIN code is known to an unauthorised person, or if you think a Transaction has been unauthorised, you must tell us without undue delay by contacting us using our contact details as set out in Clause 33 of this Agreement.

14.2. A Transaction will be considered to be unauthorised if you have not given your consent for the Transaction to be made by Authorising it. In order for any unauthorised Transaction amount to be refunded to the Account, you must report the Transaction without undue delay upon becoming aware of it. A refund cannot be made for any unauthorised Transaction reported after thirty (30) days have passed following the debit date of the Transaction.

14.3. Despite the possible thirty (30) day’s refund period, a refund cannot be made for an unauthorised Transaction if the Transaction was correctly displayed in the Account activity online and you failed to inform us about the Transaction being unauthorised without undue delay upon seeing the Transaction in the Account activity online. In this respect we urge you to check the Account activity online on a regular basis and review the Transactions carefully.

14.4. When you contact us, you will be asked to provide us with the Card’s number where possible and some other identifying details. If there is an Available Balance remaining in the Account, we will replace the Card for the Account. Alternatively, the Available Balance can be redeemed to the Business. If we replace the Card, the Card will be delivered to the registered address subject to possible Fees.

14.5. We will refund as soon as possible, and no later than by the end of the day on which the unauthorised Transaction is reported by you, the full amount of any unauthorised Transaction reported by you, including any associated Fees and charges, provided you notify us of the Transaction in accordance with this Agreement except that:

- 14.5.1. we will refund at the beginning of the next Business Day any unauthorised Transactions reported on a day that is not a Business Day or reported after 4:30 pm on a Business Day;

- 14.5.2. if there is evidence that you acted fraudulently or have with intent or gross negligence failed to comply with the Agreement in relation to the use of the Card and safety of the Card’s security details, we will first carry out a prompt investigation to determine whether the Transaction was Authorised by you and will only refund if the investigation shows that the Transaction was not Authorised by you; and

- 14.5.3. if the Card was lost or stolen or you have failed to keep your PIN or other security details safe from misappropriation, the Business will be liable for losses up to a maximum of £35 (or equivalent in another currency) per instance of loss, theft or misappropriation.

14.6. The Business will be liable for all losses incurred in respect of an unauthorised Transaction where you have acted fraudulently or have with intent or gross negligence failed to comply with the Agreement in relation to the use of the Card and safety of its security features.

14.7. Except where you have acted fraudulently the Business will not be liable for any losses incurred in respect of an unauthorised Transaction arising after you notify us of the Transaction in accordance with the Agreement. The Business is not liable for any losses that occur where the Card has been used in a ‘card not present’ environment except where you have acted fraudulently or with intent or gross negligence.

14.8. If there is evidence that you checked the online Account and did not notify us of the unauthorised Transaction without undue delay, we may not refund the Account.

14.9. We reserve the right to investigate any disputed Transaction or misuse of the Card before and after a refund. In order to do so, we may need more information and assistance from you, and you are required to reasonably cooperate with any investigation by us or any law enforcement agency or other competent authority. If we make a refund following the claim and subsequently establish that the conditions for the refund have not been met, we may deduct it from the Available Balance after notifying you. If there is no sufficient Available Balance, the Business must repay us the amount immediately on demand.

15. OUR LIABILITY

15.1. We will not be liable for any loss arising from:

- 15.1.1. your inability to use the Card as set out or for any reason stated in Clauses 10 and 11;

- 15.1.2. any cause which results from abnormal or unforeseen circumstances beyond our control, consequences of which would have been unavoidable despite all our efforts to the contrary, including but not limited to fault in or failure of data processing systems, lack of funds, maximum withdrawal limits set by ATM operators;

- 15.1.3. a Merchant refusing to accept the Card;

- 15.1.4. any issue with the goods or services that are purchased with the Card;

- 15.1.5. any loss or theft that is reported later than thirty (30) days following the debit date of the Transaction in question;

- 15.1.6. our compliance with legal and regulatory requirements;

- 15.1.7. our suspending, restricting or cancelling the Card or refusing to issue or replace it in accordance with Clause 7 above, or

- 15.1.8. loss or corruption of data unless caused by our wilful default.

15.2. From time to time, your ability to use the Card may be interrupted, for instance, when we carry out maintenance to improve and keep the service running for our customers. If this happens, the Business may be unable to add funds to your Account, and/or you may be unable to:

- 15.2.1. use the Card to enter into a Transaction, and/or

- 15.2.2. obtain information about the funds available in your Account and/or about the recent Transactions.

15.3. We will not be liable for any loss arising from such interruptions.<br/>

15.4. We are also not liable for:

- 15.4.1. business interruption, loss of revenue, goodwill, opportunity or anticipated savings; or

- 15.4.2. any indirect or consequential loss arising from your total or partial use or inability to use the Card, or the use of the Card by any third party.

15.5. To the fullest extent permitted by relevant law, and subject to Clauses 14 and 16, our total liability under or arising from this Agreement will be limited as follows:

- 15.5.1. where the Card is faulty due to our default, our liability will be limited to replacement of the Card;

- 15.5.2. where sums are incorrectly deducted from the Available Balance due to our fault, our liability will be limited to payment to the Business of an equivalent amount; and

- 15.5.3. in all other circumstances of our default, our liability will be limited to repayment of the amount of the Available Balance.

15.6. No party will be liable for, or be considered in breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.

15.7. The above exclusions and limitations set out in this Clause 15 will apply to any liability of our affiliates, such as Visa or other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to you, which may arise in connection with this Agreement.

16. THE RIGHT TO A REFUND FOR AUTHORISED AND INCORRECTLY EXECUTED TRANSACTIONS

16.1. A refund may be made for an Authorised Transaction if:

- 16.1.1. your Authorisation of the Transaction did not specify the exact amount at the time of the Authorisation; and

- 16.1.2. the amount exceeded what you would have reasonably expected taking into consideration your previous spending patterns and other relevant circumstances.

16.2. A claim for a refund of Authorised Transaction identified in Clause 16.1 above must be made within thirty (30) days from the date on which the funds were deducted from the Available Balance. We may require you to provide us with such information as is reasonably necessary to ascertain whether the conditions for the refund are met. Within ten (10) Business Days of receiving:

- 16.2.1. the claim for a refund; or

- 16.2.2. where applicable, any further information we requested from you, we will either refund the full amount of the Transaction to the Account or provide you with justification for refusing the refund.

16.3. In order to receive a refund to the Account for an incorrectly executed Transaction (including non-executed or defectively executed Transaction), you must report the Transaction without undue delay upon becoming aware of it. A refund will not be made for any incorrectly executed Transaction reported after thirty (30) days have passed following the debit date of the Transaction.

16.4. Despite the possible thirty (30) days refund period a refund will not be made for an incorrectly executed Transaction if the Transaction was correctly displayed in the Account activity online and you failed to inform us about the Transaction being incorrectly executed without undue delay upon seeing the Transaction in the Account activity online. In this respect we urge you to check the Account activity online on a regular basis and review the Transactions carefully.

16.5. As soon as practicable after you have notified us of a disputed Transaction in accordance with this Agreement, you must confirm the disputed Transaction in writing by email or by post, setting out full details of the Transaction and your reason for disputing it. You must provide us with all receipts and information that are relevant to the claim.

16.6. Where we are liable for an incorrectly executed Transaction, we will without undue delay refund the amount of the Transaction to the Account, restore the Account to the state it would have been had the defective Transaction not taken place and refund any charges and interest that have arisen as a consequence of the non-execution or defective execution of the Transaction provided you notify us of the Transaction in accordance with this Clause 16.

16.7. If we make a refund following a claim and subsequently establish that the conditions for the refund have not been met, we may deduct it from the Available Balance after notifying you. If there is no sufficient Available Balance, the Business must repay us the amount immediately on demand.

16.8. If you are not satisfied with the justification provided for refusing the refund or with the outcome of the refund claim, you may submit a complaint as described in Clause 23.

17. CASHBACK TERMS

WAMO may, at its own discretion, decide to apply a cashback program in its relationship with you. Under WAMO's cashback program, we will pay back to you an agreed percentage of the entire value of your settled card transactions for the respective month(s), but no more than the specified maximum cashback amount per month. From time to time, we may offer you additional cashback which will be subject to separate promotional terms.

**17.1 Cashback on Eligible Transactions**

The cashback program will only apply to your spending via card payments that you or any additional cardholder(s) on your WAMO account make, using a card issued to you by us or any of our partners that we work with to provide services to you, and which were settled within the respective one-month period (**“Eligible Transactions”**).

For the avoidance of doubt, the following transactions shall not be deemed Eligible Transactions:

- ATM cash withdrawals

- Inbound transfers to your WAMO account made by you or any third party

- Outbound transfers from your WAMO account, including any fees for using your account (for example, your monthly subscription fee)

- Temporary holds

- Chargebacks

- Card receive transactions (for example, refunds to your card)

We reserve the right to make the final determination of what constitutes Eligible Transactions. The applicable cashback level is (i) set out on one of our website pages or (ii) a personalised level as communicated to you by us.

**17.2 Calculation of your monthly cashback**

The cashback program begins at a specified date communicated to you, not necessarily at the start of the calendar month. The cashback is accumulated over a monthly period and automatically credited to your account 1 month after the end of the monthly period in which the cashback was accumulated. This is the same as 2 months after the beginning of the monthly period wherein the cashback was accumulated.

For example, if a cashback program is applied once your account has been approved and opened on 25th January 2023, you will be able to accumulate cashback over the monthly period until 25th February 2023 and then be automatically credited with this cashback on 25th March 2023.

As operator of the cashback program, WAMO shall at no point and under no circumstances be liable to you for an amount exceeding the maximum cashback amount communicated to you and agreed upon.

**17.3 Cashback cancellation**

To benefit from our cashback program, you must comply with the Agreement which stipulates the terms and conditions applicable to the use of the services provided by us or any of our partners. If you breach the Agreement, you will not earn any cashback in respect of the month in which the breach occurs. You will not earn cashback until your account is brought back within the Agreement. If you breach the Agreement in two consecutive months, we will cancel the monthly cashback award you would otherwise have earned for both monthly statement periods.This includes a failure to make your monthly subscription fee payment or Pay Later repayment by the payment due date or any other fees due.

We will also cancel any monthly cashback reward you would otherwise have earned for the entire monthly statement period if:

- Your account is closed, either by you or us, within the monthly statement period;

- Bankruptcy proceedings have been started against you; or

- We suspect that you or any additional cardholders have committed fraud on the account.

- If you are in breach of the Conditions at the time that your cashback is due to be paid, we will suspend your cashback. The monthly cashback award will be paid to you after your account has been brought back within the terms of the Agreement.

Upon termination of your account and Agreement of the Platform and Services by either party and for any of the reasons stipulated herein, you will not be entitled to any cashback whatsoever for the Eligible Transactions made in the course of the last month of your subscription.

**17.4 Refunds **

If you are given a refund for a card transaction, this will be deducted from the Eligible Transaction amount used to calculate the value of your monthly cashback reward. This means that you will not receive cashback on a card transaction that was refunded.

**17.5 Changes to these Cashback Terms **

We may change these Cashback terms or withdraw the cashback award, by giving you notice. If the change is to your advantage, we may make the change and tell you afterwards. If we withdraw the scheme, we will credit you with the amount of the cashback due to you at the date that the scheme is withdrawn.

18. CHANGES TO THIS AGREEMENT

18.1. We may change the Agreement by notifying you by e-mail or other agreed means two (2) weeks before the change is due to take effect. You will be deemed to have accepted the notified change unless you tell us that you do not agree to the change prior to the change being effective. In this case, the Agreement will terminate upon expiry of the notice. You also have a right to terminate the Agreement immediately and without charge at any point during the notice. In such circumstances we will refund the Available Balance on the Account in accordance with Clause 11 and you will not be charged a Fee for closing the Account.

18.2. We may make immediate changes to the exchange rate used to convert money from one currency to another as part of a Transaction.

19. FEES AND LIMITS

19.1. We may charge Fees in connection with any of our services and facilities that you have made use of or requested based on our Fees Schedule. The Fees Schedule is subject to changes. The most recent update of schedule will be available on our Platform.

19.2. We may charge you an administration charge as set out in the Fees Schedule in the following circumstances:

- 19.2.1. in the event that you make any payment to us that is subsequently reversed after sixty (60) days due to inadequate account information or inadequate KYC documentation; and

- 19.2.3. to cover our reasonable costs and expenses in providing you with manual support on the Account not otherwise required under the Agreement (for instance, a request for legal, police, court or other judicial support).

19.3. We may charge you a Fee for chargebacks as set out in the Fees Schedule where a receiving bank declines receipt of a payment following a request to transfer the funds from the Card.

19.4. We have the right to review and change the amount of Available Balance you are able to have in the Account and the spending limits on the Card at any time and will notify you accordingly.

20. CARDHOLDER AND BUSINESS DETAILS

20.1. You must let us know as soon as possible if you change your name, address, phone number or e-mail address. If we contact you in relation to the Card or the Account, for example, to notify you that we have cancelled the Card, we will use the most recent contact details you have provided to us. We will not be liable to you if your contact details have changed and you have not informed us.

21. DATA PROTECTION

21.1. You agree that we can use your personal data in accordance with this Agreement and our privacy policy, which is set out on wamo.io. This privacy policy includes details of the personal information that we collect, how it will be used, and who we pass it to. You can tell us if you do not want to receive any marketing materials from us. For the avoidance of doubt, we will share your personal data with Payrnet and, where applicable, with Wamo Solutions Ltd.

21.2. To comply with applicable KYC-and anti-money laundering rules and regulations (such as the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002), we and/or Payrnet and/or each of our banking providers and any other business partner (the “Partner”) shall be entitled to carry out all necessary verifications of your identity. The above-mentioned Partner and Payrnet may use a recognised agency for this verification purposes (details of the agency used will be provided to you on request). Such verifications will not affect your credit score but may leave a ‘soft footprint’ on your credit history.

22. PAYMENT DISPUTES WITH MERCHANTS

22.1. In relation to any dispute between you and a Merchant, provided you are able to satisfy us that you have already made all efforts to resolve the dispute with the relevant Merchant, we will attempt to assist you so far as is reasonably practicable. We may charge you a Fee as referenced in the Fees Schedule for any such assistance we may give you with any such dispute. If there is an irresolvable dispute with a Merchant in circumstances where the Card has been used for a Transaction, you will be liable for the Transaction and will have to resolve this directly with the relevant Merchant.

23. COMMUNICATION

23.1. Unless required otherwise by other provisions of this Agreement, if you have an enquiry relating to the Card, you can call us using the contact details set out in Clause 33.

23.2. This Agreement is concluded in English. All communications with you will be in English.

23.3. 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.

23.4. Any e-mail will be deemed received as soon as it is sent unless within 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.

23.5. Any communication or notice sent by post will be deemed received three (3) days from the date of posting for UK 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.

24. COMPLAINTS

24.1. If you would like to make a complaint relating to this Agreement, please contact us via email from [complaints@wamo.io](mailto:complaints@wamo.io)

24.2. We have internal procedures for handling complaints fairly and promptly in accordance with the Financial Conduct Authority’s requirements. Complaints will be responded to within 15 business days, or up to 35 business days in exceptional circumstances. A copy of our complaints procedure is available upon request.

24.3. If you are an eligible complainant, you may be able to take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response. Eligibility criteria and information on the procedures involved are available from [http://www.financial-ombudsman.org.uk.](http://www.financial-ombudsman.org.uk.)

25. SEVERABILITY

25.1. If any provision of this Agreement is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.

26. ASSIGNMENT

26.1. We may assign this Agreement to another company at any time. If we assign the Agreement to another company you will be given prior notice of this. Unless you tell us within 2 weeks that you do not want to continue with the Agreement after the assignment, you agree that we can assign the Agreement in this way. Your rights will not be affected by such assignment should it happen. You may not assign the Agreement to a third party. Your right to terminate the Agreement under Clause 13 is not affected.

27. FORCE MAJEURE

27.1. Neither WAMO nor you, shall be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labour strife, riots, war, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.

28. PROTECTION OF FUNDS

28.1. We ensure that once we have received the funds they are deposited in a secure account, specifically for the purpose of redeeming Transactions made by the Card. In the event that we become insolvent, funds against which Payrnet has already issued electronic money are protected against the claims made by creditors.

29. BUSINESS OPT-OUT

29.1. Pursuant to regulations 40(7) and 63(5) of the Payment Services Regulations 2017 (“PSR”) the parties agree that:

- 29.1.1. Part 6 PSR does not apply to the Agreement;

- 29.1.2. the obligations set out in regulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92 and 94 of Part 7 PSR do not apply to the provision of services under this Agreement; and

- 29.1.3. that a different time period applies for regulation 74(1) of Part 7 PSR.

30. THIRD PARTY PAYMENT SERVICE PROVIDERS

30.1. This Clause 29 applies when you use the services of an AISP or a PISP.

30.2. We may deny an AISP or PISP access to the Account for reasonably justified and duly evidenced reasons relating to unauthorised or fraudulent access to the Account by that AISP or PISP, including the unauthorised or fraudulent initiation of a Transaction. If we do deny access in this way, we will notify you of the denial and the reason for the denial in advance if possible, or immediately after the denial of access, unless to do so would compromise reasonably justified security reasons or is unlawful. We will allow AISP or PISP access to the Account once the reasons for denying access no longer apply.

31. DELAY IN ENFORCEMENT OF THIS AGREEMENT

31.1. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you do not pay us on time and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date.

32. ENTIRE AGREEMENT

32.1. This Agreement is between you and us and supersede all prior agreements and correspondences. No other person shall have any rights to enforce any of its terms.

33. GOVERNING LAW AND JURISDICTION

33.1. This Agreement and any Contract to which this Agreement applies and any disputes or claims arising out of or in connection with this Agreement or any such Contract or its or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England.

33.2. You irrevocable agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with this Agreement and any Contract or their subject matter or formation (including non-contractual disputes or claims) or any of the documents to be entered into pursuant to this Agreement. However, if you are resident elsewhere in the UK, the Agreement will be subject to the relevant court in your home jurisdiction (i.e. Scotland or Northern Ireland).

34. CONTACT

34.1. If you have any questions or requests please contact us at [support@wamo.io](mailto:support@wamo.io)

Annex A – Fees Schedule

Please refer to wamo.io website or WAMO business app on the app stores for schedule of fees.