Terms and Conditions

Solace Online Limited is a company incorporated in England and Wales with registration number 12172903 with a registered office situated at Level 17, Dashwood House, 69 Old Broad Street, London, EC2M 1NA, United Kingdom (“Provider”)

PayrNet Limited, is a company incorporated in England and Wales (company number: 09883437) with its head office at "PayrNet, WeWork, 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW, United Kingdom" and registered office at "Kemp House, 152 City Road, London, EC1V 2NX, United Kingdom" (hereinafter referred to in this Agreement as “PayrNet”) PayrNet are an Electronic Money Institution (“EMI”) and are authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (“EMR 2011”) (register reference 900594) for the issuing of electronic money.

As an EMI, PayrNet has appointed Provider as an EMD Agent. An EMD Agent means Provider can provide payment services on behalf of an electronic money institution (as defined in the EMR 2011). As PayrNet’s EMD Agent, Provider is authorised to provide associated payment services alongside PayrNet’s e-money account services.

Our main business is the issuance and redemption of electronic money (eMoney) and the provision of payment services to enable Our corporate customers to accept payment for goods and services which it sells using eMoney. We have partnered with four companies to provide this service to you, PayrNet Limited (the Electronic Money Institution), Railsbank Technology Limited (the banking platform), Toqio Fintech Limited (the front end platform provider) and Trunarrative Limited (who provide Anti-Money Laundering services).

Please read this Agreement carefully before you agree to it, as its terms apply to the services provided by us. The Agreement explains many of Your responsibilities to Us and Our responsibilities to You, how and when this Agreement can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the sign on procedures and agree to the terms of this Agreement if you agree to be bound by this Agreement.

If any part of this Agreement is found by a court of a competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed and the remainder of the Agreement shall continue to be valid and enforceable to the fullest extent permissible by law. No person other than You has any rights under this Agreement and the provision of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded. Your account with us is personal to You and You may not assign any rights to any third party.

1. Definitions

“Agreement” means the contract between the Provider and the Customer subject to these Terms and Conditions (the Customer Terms) and the Privacy Policy of the Provider, together with the Fees Addendum, the PayrNet Agency Terms of Use below, the Railsbank terms and conditions and the privacy policies of Toqio and Trunarrative (found at https:/portal.solaceonline.com/terms-of-use).

“Card Associations” means American Express, Visa and Mastercard.

“Customer” means the party to whom Provider provides the eMoney Service.

“Customer Account” means the account provided by Us to allow the Customer to make and receive payments utilising the eMoney Service.

“eMoney” or “Electronic Money” means electronically stored monetary value as represented by a claim against PayrNet / Provider.

“eMoney Service” or “Service” is the service provided to You by Us under the terms of this Agreement, in particular the ability to make and receive payments to and from Your customers.

“Fees” mean the charges payable by You to Us for using Our services as detailed in the Fees Addendum, which are to be provided upon account opening, and subject to change as set forth in these Terms and Conditions

“Our / We / Us” refers to Solace Online Limited.

“Regulations” means the Payment Services Regulations 2017 (SI 2017 No. 752).

“Safeguarded Account” means the bank account(s) belonging to Us / 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.

“Provider” is Solace Online Limited.

“Statement” is the online statement and transaction history summarising the activity on the Customer Account.

“Toqio Fintech Limited” / “Toqio” and “Trunarrative Limited” / “Trunarrative” are partners of Solace Online Limited that provide a SaaS white-label solution and AML software respectively to fulfil functions under this Agreement.

“Writing” includes emails.

“You / Your” refers to the Customer.

1.1 Clause headings shall not affect the interpretation of this Agreement and references to clauses are to the clauses of this Agreement.
1.2 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.
1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re enacted from time to time and reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

2. Opening the Customer Account.
2.1 The Provider’s Services will provide You with Your own Customer Account.
2.2 The Customer Account functionality allows You to use the eMoney Service. As part of the Services, We shall issue You with Electronic Money upon receipt of money from You or a third party on Your behalf, allow you to accept payment for goods and services that You sell by means of Electronic Money, store Your Electronic Money and redeem Electronic Money both on Your express instruction and in accordance with this Agreement. The Electronic Money in Your Customer Account is issued in accordance with the European Electronic Money Directive (Directive 2009/110/EC of 16 September 2009) and the relevant national legislation of the United Kingdom.
2.3 We do not offer advice under this Agreement on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets.
2.4 In order to use the eMoney Services, you must first open a Customer Account by completing the online application form and providing the requested information. You are also obliged to confirm that you accept the terms of this Customer Agreement and Our Privacy Policy, the PayrNet Agency Terms of Use and the relevant terms of Toqio and Trunarrative. If You order additional services, You may be asked to accept additional terms and conditions.
2.5 You will keep Us informed of any material change to the details which you provide to Us, in particular:
2.5.1 Change of Directorships
2.5.2 Change of registered office address
2.5.3 Change of ownership, including the change of owners of shares totalling a minimum of 10%
2.5.4 Change of contact details
2.5.5 Change of the nature of Your business
2.6 The Customer Account is for Your use only.
2.7 To complete the opening of a Customer Account you must also make a payment to Your Customer Account in accordance with this Agreement.

3. Closing the Customer Account
3.1 The Term of this Agreement is from the date that Your Customer Account is opened to the date that Your Customer Account is closed.
3.2 We may terminate Your Customer Account by giving You 30 days prior notice.
3.3 We may terminate this agreement without notice to You if PayrNet terminate the Service Agreement or if You are in breach of the terms of this Agreement, including, but not limited to, failure to pay any Fees due under this Agreement.
3.4 If You breach any of the terms of this Agreement We may terminate the Agreement without notice.
3.5 If You want to close Your Customer Account then you can do so by notifying Us in writing. You will need to withdraw any funds that are held in the Account before You ask for it to be closed. If We are concerned about the Customer Account or the nature of the funds that are held in the Customer Account then We may carry out such checks as We see fit before authorising the withdrawal of funds.
3.6 If we are investigating your Customer Account for whatever reason then You will not be allowed to withdraw any funds from it. We may withhold funds in Your Customer account to meet any liabilities that we reasonably believe might occur as a result of your activity on the Customer Account. If You have closed Your Account then You remain liable for any further liabilities which occur after the date that Your Customer Account was closed.

4. Privacy, data protection and Intellectual Property
4.1 Your Privacy is extremely important to us and we strongly recommend that You read the Provider Privacy Policy in order to understand how we collect, store, use and Your rights and access to Your personal data.
4.2 The Privacy Policy can be located at www.solaceonline.com/privacy-policy. By signing this Agreement You are accepting the terms of Our Privacy Policy. Please print and retain a copy of the Privacy Policy for Your records.
4.3 We confirm that that We shall not disclose to any person any of Your confidential information, except in the following circumstances:
4.3.1 to Our employees, officers, representatives or advisers who need to know such information for the purposes of exercising relevant rights or carrying out relevant obligations under or in connection with this Agreement. We shall ensure that the relevant employees, officers, representatives or advisers to whom We disclose Your confidential information comply with this clause; and
4.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
4.4 URLs representing the Provider website(s), the Provider trademark and all related logos of Our products and services described in Our website(s) constitute the intellectual property rights of Provider or its licensors. All page headers, custom graphics, button icons and scripts are likewise the intellectual property of Provider and all rights are reserved. You may not copy, change or use them without Our prior written consent. All right, title and interest in and to the Provider website and any content thereon is the exclusive property of Provider and its licensors.
4.5 You must keep all confidential information secret unless it is in the public domain.
4.6 We are a data controller, and you agree that we may manage Your personal data for the following reasons:
4.6.1 To provide the eMoney Services;
4.6.2 To fulfil Our obligations under this Agreement;
4.6.3 For marketing purposes. You may opt out of direct marketing communications from Us at any time by contacting customer service;
4.6.4 To share amongst Our group companies for the purposes of fulfilling Our obligations under this Agreement or to deal with any request that you may make of Us;
4.6.5 With Your consent;
4.6.6 If required to do so by law or court order;
4.6.7 To improve the services that we are providing.
4.7 We shall take reasonable measure to guarantee the safety of personal data. You expressly agree that We may disclose your personal data to the following entities:
4.7.1 Companies that provide services to us, including PayrNet, Railsbank, Toqio and Trunarrative;
4.7.2 Banks / companies that provide payment services;
4.7.3 Carefully selected business partners;
4.7.4 Other parties when required to do so by law to protect Our legitimate interests.
4.8 We will store your personal data for a period of 10 years from the relevant payment transaction. Personal data not related to a payment transaction will be destroyed after 3 years.

5. Your Agreement with Us
5.1 Your Customer Account enables You to perform certain functions depending on the type of account.
5.2 Your Customer Account enables You to:
5.2.1 send and receive electronic payments and generate electronic money and withdraw electronic money;
5.2.2 add further currency accounts if available to You, in order to transfer eMoney from one eMoney currency account to another;
5.2.3 Utilise the following payment instruments:
i) Direct bank transfer
ii) SWIFT
iii) SEPA
iv) UK Faster Payments
v) PISP payments
vi) Payment orders
vii) E-Wallets in specified currencies
viii) Foreign Exchange.
5.2.4 Your Customer Account is to enable You to sell goods and / or services to third party customers. You warrant that You shall where appropriate comply with the Visa and Mastercard Scheme Rules in respect of website requirements which includes but not limited to; (i) complete description of goods and services sold (ii) accurate and detailed pricing of goods and services You sell including the currencies in which the transactions are being conducted (shipping costs, delivery costs and taxes should be disclosed) (iii) display of customer service contact numbers, email addresses and attending to customer queries within 2 days or less (iv) communicate clearly the Your physical address and country of domicile (v) disclosure of policies with regards to Privacy, Shipping and Delivery (as it applies), and Refunds (vi) display of the Card Associations Logo (vii) Cardholder responsibilities regarding laws and jurisdiction (viii)description of security procedures put in place.
5.3 You undertake to notify Us immediately when material changes relating directly to the subject matter of this Agreement have been made to the website(s) or the terms of trade have changed or the nature of Your business has altered.
5.4 You undertake to comply with the relevant Rules of the Card Associations.
5.5 You have the right to withdraw funds from Your Customer Account at any time. However, You may be required to confirm Your identity beforehand. There is no minimum withdrawal amount but the funds in Your Customer Account must be sufficient to cover any applicable fees. You can choose the method of withdrawal when submitting Your withdrawal request.
5.6 Electronic money accounts are not bank accounts. By accepting these Terms of Use You acknowledge that the UK’s Financial Services Compensation Scheme (FSCS) does not apply to Your Customer Account. We strictly adhere to the legal requirements under the European Electronic Money Directive 2009/110/EC, the Payment Services Directive (EU) 2015/2366 and UK national legislation which are designed to ensure the safety and liquidity of funds deposited in electronic money accounts.
5.7 The electronic money in Your Customer Account belongs to You. No person has any rights in relation to the funds held in Your account. You may not assign or transfer Your account to a third party or otherwise grant any third party a legal or equitable interest over it.
5.8 Your Customer Account may be subject to upload, payment and withdrawal limits, depending on Your country of residence, the verification status of Your Customer Account and other factors used by us to determine such limits from time to time at our sole discretion.
5.9 You may only open one Customer Account unless We explicitly approve the opening of additional accounts.
5.10 You may only open a Customer Account if it is legal to do so in Your country of residence. By opening a Customer Account You represent and warrant to us that You’re opening of an account does not violate any laws or regulations applicable to You. You shall indemnify Us against any losses We incur in connection with Your breach of this section.
5.11 Fund uploads, payments received, payments sent and fund withdrawals are displayed in Your Statement together with the fees charged. You should check Your account balance and transaction history regularly. You should report any irregularities or clarify any questions You have as soon as possible by contacting Us. To claim a refund for an unauthorised or incorrectly executed payment transaction on Your Customer Account You must notify us without undue delay after becoming aware of the unauthorised or incorrect transaction and in any event no later than six (6) months after the date the incorrect transaction was made.

6. Security for Your Customer Account
6.1 The security of the details relating to Your Customer Account are important to both Us and You.
6.2 As with every financial institution, We will never ask you to provide your Password details to us over the phone or in writing. If you are ever contacted and asked to provide Your personal details, let Us know and We will give You advice.
6.3 Please ensure that your Password is not stored on your computer, tablet or mobile device, even if the device is personal to You.
6.4 If You are suspicious in any way, then let Us know immediately. A speedy response can help reduce fraud. If You delay, this may result in You being liable for any losses as a result.
6.5 In order to protect You, We may suspend Your Customer Account or limit the amount of activity permitted on the account if We reasonably suspect that Your Customer Account or security details has been compromised in any way. We will notify You of any suspension either in advance, or as soon as practicable after the suspension unless to provide such notification would be unlawful. Any suspension will be lifted as soon as possible after We are satisfied that the security concerns have been addressed.
6.6 You should protect Your email account and email account security details. E-mail accounts are often targeted by fraudsters who wish to use Your details to change your access permissions. Report to Us any incidence of Your email account being compromised. If We notify You to do so, You agree to change Your security details and email password.

7. Safeguarding
7.1 When money is received into Your Customer Account, it is held by us in a relevant Safeguarded Account in exchange for the issuance by Us to you of Electronic Money. Your funds will not be used by Us for any other purpose and in the unlikely event that We become insolvent, your e-money is protected in an EEA-authorised credit institution or the Bank of England.

8. Uploading of Funds
8.1 You can upload funds into Your Customer Account by visiting our website, logging into Your Customer Account and following the relevant instructions. We do not accept payment by cash or cheque. Any payment instrument that you use to upload the funds must be in Your name. Your Customer Account will be issued electronic money to the value of Your requested deposit. Applicable fees for the Customer Account upload will be charged on top of the value of Your transaction.
8.2 The speed with which Your Customer Account will be credited with eMoney will depend upon the type of payment instrument used. Sometimes a payment may be rejected by the paying bank. If a transaction is reversed and we have credited Your Customer Account with the related eMoney then we will deduct that eMoney from Your Customer Account. If Your Customer Account then enters negative balance the amount of the negative balance becomes a debt immediately owed by You to Us and You must make a payment to discharge the negative balance immediately. EMoney generated from sales by you to third parties are credited to your Customer Account.
8.3 You agree that you will not deny a transaction unless it was in relation to an unauthorised use of the payment instrument.
8.4 When uploading funds through a payment method We are a Payment Recipient and not a Payment Service Provider.
8.5 Any payment methods that you use are provided by third party financial institutions and We provide no warranty for the use of any method used. We reserve to right to change, add or remove payment methods at any time without any requirement to notify You. We shall not be responsible for the upload payment until the uploaded funds are received into Our bank accounts.
8.6 We may in our sole discretion set limits on the amounts you are allowed to upload to Your Customer Account. An upload limit is not the same as Your spending limit, which may, in Our discretion, be set to a different amount.
8.7 Uploads are subject to upload fees and currency conversion fees depending on which upload payment method is being used. Fees are set out in the Fees Addendum.

9. Negative balances
9.1 A negative balance on Your Customer Account is a debt immediately due and owing from You to Us. We may take any steps which We see fit to recover a negative balance from You. Fees in respect of negative balances and the fees incurred in collecting the negative balance will be applied to Your Customer Account. A list of the relevant Fees appears in the Fees Addendum.

10. Using Your Customer Account to purchase goods or services
10.1 In order to make a transfer You may also be asked further security information by Us if we believe that it is necessary to verify that the transaction is genuine and authorised by You.
10.2 If Your Customer Account utilises further security measures such as mobile authentication or security tokens, You will need to follow all instructions provided to You in that regard before a transaction will proceed. Once a transaction has been processed You cannot reverse it. Details of all activity on the Customer Account will be set out in Your Statement. If you believe that Your Statement contains any errors then You must notify Us immediately.
10.3 It is important that there is sufficient eMoney in Your Customer Account to cover any fees and currency conversion costs.

11. Using Your Customer Account to withdraw funds
11.1 Subject to clause 3.3, You can withdraw funds from Your Customer Account at any time. You will need to notify us of the type of payment instrument that will be used to withdraw the funds. We will only agree to allow You to use a type of payment instrument that is authorised by Us. Changes to the types of approved payment instruments can be made by Us at any time.
11.2 Our liability to You in relation to a withdrawal ends at the point the funds are received by the recipient bank account.
11.3 For the purposes of a withdrawal transaction, we are a payer and not a payment service provider.
11.4 Withdrawals can only be made to You, and to a bank account or payment instrument in Your name.
11.5 We are not liable for Your errors. If You provide us with the incorrect information in relation to a recipient bank account, that is Your responsibility. It is Your responsibility to ensure that all payment details are correct, including the account number, sort code, IBAN, and BIC / SWIFT.
11.6 Details of all withdrawals will be available to view on Your Statement.

12. Statements, unauthorised transactions and errors
12.1 You may at any time access your Customer Account activity and balance by logging on to Your Customer Account Statement. Statements will be updated to reflect the latest activity on the Customer Account.
12.2 Please review Your Statements on a regular basis and let Us know if You believe that there are any errors. In particular if You consider that there has been unauthorised activity on Your customer Account You must notify Us immediately. If You either act fraudulently or are either intentionally or grossly negligent in relation to the operation of Your Customer Account then We will hold You responsible for any losses that occur. Your failure to comply with the terms of this Agreement may lead to losses which will be Your responsibility.
12.3 You must notify us immediately if there has been an error, unauthorised transaction, unauthorised withdrawal or unauthorised use of Your Customer Account. You can notify us in writing at contact@solaceonline.com. You must provide as much information as possible about the transaction in order to allow Us to identify the issue properly. We will then investigate the issue. It may be necessary to suspend Your Customer Account whilst we undertake Our investigations. We may need to refer to third parties in relation to the investigations, and our powers in this regard are set out in the Privacy Policy.
12.4 When the investigation is complete, in the unlikely event that We have made an error we will correct it immediately. We will endeavour to conclude our investigations and report to You, unless precluded from doing so by law, within 20 working days.
12.5 You have six (6) months to notify Us of an issue or error in relation to Your Statement. We will not be liable if You do not notify Us of an issue within 6 months of the issue occurring.

13. Fees
13.1 All Fees applicable to the provision of eMoney Services and the operation of Your Customer Account will be set out in an Addendum to be annexed to this Agreement. We reserve the right to change these fees at any time and will notify you of any changes in accordance with the terms of Clause 17 of this Agreement.
13.2 All transactions that You enter into include the fees payable on that Transaction and You must ensure that there are sufficient funds in Your Customer Account to pay the Fees. If there are insufficient funds in the Customer Account We reserve the right to terminate this Agreement.
13.3 If there is a negative balance on Your Customer Account, then we will send You reminders. Fees are payable for any steps that we have to take to manage and recover a negative balance, including communications with You but also any other costs and expenses incurred in recovering the negative balance. Details of the fees in relation to communications are set out in the Fees Addendum.

14. Restricted Use
14.1 You may not use Your Customer Account to send or receive payments in relation to and of the products or services that appear at www.solaceonline.com/prohibited.
14.2 Any use of Your Customer Account to engage in the sale of goods or services as referred to at 14.1, or in respect of illegal activity will lead to the Customer Account being suspended whilst We investigate the transactions. Investigations may lead to closure of the Customer Account and / or referral to the relevant authority of the activity in question.

15. Liability
15.1 Our liability to You under this Agreement is as follows:
15.1.1 We will have no liability to You arising from any warranty or condition save as is set out in your statutory rights.
15.1.2 We have no responsibility for the actions or otherwise of any party to whom You transfer funds from Your Customer Account or for the nature of the goods or services provided by that party.
15.1.3 We have no liability to You for times when access to the Customer Account is blocked as a result of the need for repairs, maintenance or upgrades
15.1.4 We have no liability to You for any disruption or losses which are caused by the acts or omissions of third parties, including the partners that We use to enable Us to deliver the Services to You, if such disruption or loss is not directly attributable to Us.
15.1.5 We shall not be liable for any indirect or consequential losses including but not limited to loss of profit, loss of business and loss of reputation. We shall not be liable for any losses arising from our compliance with legal and regulatory requirements.
15.1.6 Nothing in these Terms of Use shall operate to exclude liability for death or personal injury due to negligence or for fraud or fraudulent misrepresentation or for any statutory liability that cannot be excluded or amended by agreement between the parties.
15.1.7 We have no liability to You or any other party for payment of taxes that relate to any underlying transaction.
15.1.8 We shall only be liable to You for loss or damage caused directly and reasonably foreseeable by our breach of this Agreement and our liability in these circumstances is limited as set out in the remainder of this section.
15.1.9 In no event shall we, the other companies in our corporate group, persons who act on our behalf, and/or the persons we enter into contracts with be liable for any of the following types of loss or damage arising under or in relation to this Agreement (whether in contract, tort (including, without limitation, negligence) or otherwise:
i) any loss of profits, goodwill, business, contracts, revenue or anticipated savings even if we are advised of the possibility of such damages, loss of profits, goodwill, business, contracts, revenue or anticipated savings; or
ii) any loss or corruption of data; or
iii) any loss or damage whatsoever which does not stem directly from our breach of this Agreement; or
iv) any loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of this Agreement (whether or not You are able to prove such loss or damage).
15.2 Your liability to Us. You will indemnify Us and hold Us and all other companies in Our Group harmless against any claim, demand, expense or costs (which includes legal fees, fines or penalties) that We incur arising out of Your use of the eMoney Services, Your operation of the Customer account, or as a result of the acts of Your agents, in breach of the terms of this Agreement. This condition shall survive the termination of the Agreement for whatever reason.

16. Records and audit
16.1 At Our request, You will make available any documentation relating to the performance of Your obligations under this Agreement which is required to enable Us to verify Your adherence with the terms of this Agreement. Within 7 days of a request from Us You shall provide documentation required in order for Us to comply with all applicable anti-money laundering regulations, such documentation shall include but not be limited to:
16.1.1 Certified proof of ID - A copy of photographic form of identification;
16.1.2 A valid passport;
16.1.3 Certified proof of current residential address - a recent utility bill or bank statement showing the name and address;
16.1.4 Documentation in relation to an individual transaction or series of transactions processed under the terms of this Agreement;
16.1.5 Such other documentation as We may reasonably require from time to time.

17. Changing this agreement
17.1 From time to time it may be necessary for Us to revise the terms of this Agreement or the Fees Addendum. If we have to make changes to this Agreement or the Fees Addendum, we can do so without prior notice to You. We will notify You of any changes by email. Proposed changes will take effect 30 days after the date of the email to You notifying You of the changes.
17.2 If You object to the changes You must do so in writing to Us. If you do object to the changes, Your objection will be accepted as Your notice to close Your Customer Account with Us. Your funds will be returned to You and Your account closed.

18. Anti-bribery and corruption
18.1 Each party shall:
18.1.1 Comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption (“Anti-Bribery Laws”), including without limitation the Bribery Act 2010;
18.1.2 maintain throughout the term of this Agreement its own anti-bribery policies and procedures (including adequate procedures under the Bribery Act 2010) to ensure compliance with the Anti-Bribery Laws; and
18.1.3 enforce such policies and procedures where appropriate.
18.1.4 for the purpose of this 18.1 clause, the meaning of adequate procedures shall be determined in accordance with section 7(2) and any guidance issued under section 9, Bribery Act 2010.
18.2 Each party warrants that neither it nor any of its officers or employees:
18.2.1 has been convicted of any offence involving bribery, corruption, fraud or dishonesty; nor
18.2.2 to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Bribery Laws.
18.3 Breach of this clause shall be deemed to be a material breach of this Agreement.

19. General provisions
19.1 This Agreement is governed by the law of England and Wales.
19.2 In the event of a conflict between these Customer terms and the PayrNet Agency terms and conditions, the Customer Terms shall prevail.
19.3 No person other than You shall have any rights under this Agreement
19.4 Your Customer Account is operated in the United Kingdom and these terms shall be governed and interpreted in accordance with the laws of England and Wales. Any dispute under this Agreement shall be brought exclusively in the courts of the United Kingdom.
19.5 If any part of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Agreement which shall continue to be valid and enforceable to the fullest effect possible.
19.6 We may transfer this Agreement to someone else. We may transfer our rights and obligations under this Agreement to another organisation without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement.
19.7 A copy of this Agreement is available upon written request.
19.8 Nobody else has any rights under this Agreement. This Agreement is between you and us. Save as set out below, no other person shall have any rights to enforce any of its terms.
19.9 We shall have no liability to you under this Agreement if We are prevented from or delayed in performing Our obligations under this Agreement, or from carrying on Our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock outs or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or Our default of sub contractors, provided that You are notified of such an event and its expected duration.
 
PAYRNET LIMITED Agency Terms of Use

PayrNet Limited, a company incorporated in England and Wales (company number: 09883437) with its head office at "WeWork, 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW, United Kingdom" and registered office at "Kemp House, 152 City Road, London, EC1V 2NX, United Kingdom" (hereinafter referred to in this Agency Terms of Use as “PayrNet”, “we” “us”). are an Electronic Money Institution (“EMI”) and are authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (“EMR 2011”) (register reference 900594) for the issuing of electronic money.
As an EMI, PayrNet has appointed Solace Online Limited (the “Provider”) as an EMD Agent. An EMD Agent means Provider can provide payment services on behalf of an electronic money institution (as defined in the EMR 2011). As PayrNet’s EMD Agent, Provider is authorised to provide associated payment services alongside PayrNet’s e-money account services.

AGREED TERMS

1. OUR TERMS
1.1. In order to easily understand the terms of these Terms, please first refer to clause 3 which, amongst other things, sets out the meaning of capitalised terms used in these Terms.
1.2. Please read these Terms carefully before you agree to it, as its terms apply to the services provided by PayrNet and the Provider. The Agency Terms of Use explains many of your responsibilities to us and our responsibilities to you, how and when these Terms can be terminated and the extent of our liability to you. If there are any terms that you do not understand or do not wish to agree to, please contact us. You should only complete the sign on procedures and agree to the terms of these Terms if you agree to be bound by this Agency Terms of Use.
1.3 Are you a Micro-Enterprise or Charity or Consumer? For the avoidance of doubt, these Terms are not intended for Micro Enterprises or Charities or Consumers (individuals acting for a purpose other than a trade, business or profession).

2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 PayrNet Limited is an EMI as described above.
2.2 Communications between us are to be in English. These Terms are concluded in England and all communications between you and us shall be in English only.
2.3 How to contact us. All queries should be directed towards Solace Online Limited. You can contact Solace Online Limited using details set out in the Customer Agreement above.
2.4 How we may contact you. If we have to contact you we will do so as follows: in the first instance via Solace Online Limited except in urgent cases. If we have not been able to contact you through Solace Online Limited or if the matter is urgent we will contact you by writing to you at the email address(es), you provided when agreeing to these Terms or by using any other contact details you have provided to us or have used in communications with us or with Solace Online Limited.
2.5 ‘Writing’ includes emails. When we use the words “writing” or “written” in these Terms, this includes emails.
2.6 Some of the services we provide are subject to the Payment Services Regulations 2017. The Regulations regulate how Payments must be transmitted and provide protection for the clients of authorised payment institutions and electronic money institutions.

3. INTERPRETATION
3.1. The definitions set out in this clause apply in this Agency Terms of Use as follows:
“Agency Terms of Use” means this Agency Terms of Use and the privacy policy.
“Electronic Money” means electronically stored monetary value as represented by a claim against us.
“Regulations” means the Payment Services Regulations 2017 (SI 2017 No. 752).
“Safeguarded Account” means the bank account(s) belonging to us, 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 e-money account services.
“Terms” means these Terms and Conditions in the PayrNet Agency Terms of Use
“We / Us” refers to PayrNet
3.2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
3.3. A reference to a statute or statutory provision is a reference to it as amended, extended or re enacted from time to time and reference to a statute or statutory provision shall include all subordinate legislation made from time to time.

4. TERM AND BECOMING A CLIENT
4.1. How can you agree to this Agency Terms of Use? You can agree to this Agency Terms of Use by checking the box online confirming that you agree to the same, or by otherwise confirming your agreement to the same or availing of the Services.
4.2. When will you become a client? You will be bound by this Agency Terms of Use once you have agreed to it as set out above and this Agency Terms of Use shall remain in force until terminated in accordance with its terms.

5. SERVICES
5.1. As part of the Services, we shall issue you with Electronic Money upon receipt of money from you or a third party on your behalf, store your Electronic Money and redeem Electronic Money both on your express instruction and in accordance with this Agency Terms of Use and the agreement with Solace Online Limited.
5.2. PayrNet’s Services do not include the provision of advice. We do not offer advice under this Agency Terms of Use on any matter including (without limit) the merits or otherwise of any currency transactions, on taxation, or markets.

6. ISSUING ELECTRONIC MONEY TO YOU
6.1. For the avoidance of doubt, this section is only applicable for unregulated entities and Small Payment Institutions (SPI).
6.2. Where we receive money from you or on your behalf, this money will be held by us in the relevant Safeguarded Account in exchange for the issuance by us to you of Electronic Money. Your funds will not be used by us for any other purpose and in the unlikely event that we become insolvent, your e-money is protected in an EEA-authorised credit institution or the Bank of England.
6.3. When we issue you with Electronic Money, us holding the funds corresponding to the Electronic Money is not the same as a Bank holding your money in that (i) we cannot and will not use the funds to invest or lend to other persons or entities; (ii) the Electronic Money will not accrue interest; and (iii) the Electronic Money is not a deposit and is therefore not covered by the Financial Services Compensation Scheme but it is held by us and protected in the relevant Safeguarded Account.
6.4. You may hold Electronic Money and we may hold funds corresponding to your Electronic Money indefinitely. However, if we 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.
6.5. We accept no responsibility in the event that you send money to the incorrect account.
6.6. 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.

7. GENERAL LIMITATION OF LIABILITY
7.1. Where we and another person (such as a 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.
7.2. Where any loss, liability, cost or expense (a “Loss”) is suffered by you for which we 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 Agency Terms of Use, 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 Agency Terms of Use (including any settlement Agency Terms of Use) made before or after such Loss occurred or was otherwise incurred.
7.3. Nothing in this Agency Terms of Use 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.

8. COMPLAINTS
8.1. If you feel that we have not met your expectations in the delivery of our Services, in the first instance contact Solace Online Limited using the contact email address for complaints set out in the Customer Terms. If Solace Online Limited does not deal with your complaint adequately, please contact us via email to complaints@payr.net.
8.2. We have internal procedures for handling complaints fairly and promptly in accordance with the Financial Conduct Authority’s requirements. A copy of our complaints procedure is available upon request.
8.3. 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. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.

9. ESTABLISHING YOUR IDENTITY
9.1. 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 regulations, it may be necessary to obtain from you, and retain, evidence of your personal identity (or directors or partners of your business and/or your ultimate beneficial owners) in our records from time to time. If satisfactory evidence is not promptly provided to us we cannot accept your instructions.
9.2. We may keep records of the contents and results of any searches that we carry out on you (or directors or partners or shareholders of your business) in accordance with all current and applicable laws. You acknowledge that us carrying out an electronic verification check or, if required, a credit reference agency check will leave a soft footprint on the individual or entity’s credit history. You warrant that you have obtained the consent to such checks being carried out from each such individual officer and shareholder.
9.3. We are obliged to report any reasonable suspicions about activities on the electronic accounts to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002) 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.

10. TERMINATION

10.1 When we may terminate or suspend this Agency Terms of Use.
10.1.1 We can terminate this Agency Terms of Use at any time:
i) If you breach this Agency Terms of Use; and/or
ii) if we suspect that you are using the Services for any illegal purposes.
10.1.2 We may suspend or terminate your access to the Services where we have reasonable grounds for concern relating to: (i) the security of your account(s), whether or not you have informed us of a security breach; and/or (ii) the suspected unauthorised or fraudulent use of your account(s).
10.1.3 If Solace Online Limited notifies us that their Agency Terms of Use with you has terminated we can terminate this Agency Terms of Use with immediate effect.
10.1.4 If you terminate your Agency Terms of Use with Solace Online Limited or that Agency Terms of Use is terminated, we can terminate this Agency Terms of Use with immediate effect.
10.2 When you may terminate this Agency Terms of Use. You can terminate this Agency Terms of Use at any time and for any reason by cancelling your Agency Terms of Use with Solace Online Limited. We may contact you to confirm your request.
10.3 Effect of Termination. Upon the effective date of termination:
10.3.1 you will no longer be able to avail yourself of the Services;
10.3.2 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, where relevant.
10.4 After termination, you may contact us using the contact details set out in clause 2.3 to redeem any Electronic Money you still hold with us.

11. CONFIDENTIALITY
11.1 We undertake that we shall not at any time, disclose to any person any of your confidential information, except in the following circumstances:
11.1.1 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 Agency Terms of Use. We shall ensure that our employees, officers, representatives or advisers to whom we disclose your confidential information comply with this clause; and
11.1.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12. HOW WE MAY USE YOUR PERSONAL INFORMATION AND DATA PROTECTION
12.1 How we may use your personal information. We will only use your personal information as set out in our privacy policy which can be found https://railsbank.com/payrnet.

13. ANTI-BRIBERY AND CORRUPTION
13.1 Each party shall:
13.1.1 Comply with all applicable laws, statutes, regulations, codes and guidance relating to anti-bribery and anti-corruption (“Anti-Bribery Laws”), including without limitation the Bribery Act 2010;
13.1.2 maintain throughout the term of this Agency Terms of Use its own anti-bribery policies and procedures (including adequate procedures under the Bribery Act 2010) to ensure compliance with the Anti-Bribery Laws; and
13.1.3 enforce such policies and procedures where appropriate.
13.2 For the purpose of this clause, the meaning of adequate procedures shall be determined in accordance with section 7(2) and any guidance issued under section 9, Bribery Act 2010.
13.3 Each party warrants that neither it nor any of its officers, employees:
13.3.1 has been convicted of any offence involving bribery, corruption, fraud or dishonesty; nor
13.3.2 to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Bribery Laws.
13.4 Breach of this clause shall be deemed to be a material breach of this Agency Terms of Use.

14. GENERAL
14.1 Recording of telephone conversations. We may record telephone conversations with or without use of a warning tone and we may use these recordings as evidence for a particular purpose or in relation to disputes as well as for our ongoing quality control and training programme. We may also maintain a record of all emails sent by or to us. All those recordings and records will be maintained at our absolute discretion and are our property and can be used by us in the case of a dispute. We do not guarantee that we will maintain such recordings or records or be able to make them available to you. You consent to the use and admissibility of any such recording as evidence in any dispute or anticipated dispute between the parties which relates to the dealings between the parties.
14.2 Ensuring this Agency Terms of Use is legally enforceable. For a contract to be legally enforceable, there needs to be an offer, acceptance and consideration. This Agency Terms of Use constitutes our offer to make the Services available to you and you agreeing to this Agency Terms of Use constitutes your acceptance of this offer. In order to ensure that this Agency Terms of Use is legally binding, upon you becoming a client, you promise to pay us the sum of one Pound sterling, upon demand from us, as consideration.
14.3 Even if we delay in enforcing under this Agency Terms of Use, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agency Terms of Use, or if we delay in taking steps against you in respect of your breach of this Agency Terms of Use 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.
14.4 What if something unexpected happens? We shall have no liability to you under this Agency Terms of Use if we are prevented from or delayed in performing our obligations under this Agency Terms of Use, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock outs or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of sub contractors, provided that you are notified of such an event and its expected duration.
14.5 If a court finds part of these Agency Terms of Use illegal, the rest will continue in force. Each of the sub clauses and clauses of this Agency Terms of Use operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sub clauses and clauses will remain in full force and effect.
14.6 We are not partners and neither of us may act as the other’s agent. Nothing in this Agency Terms of Use is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
14.7 We can make amendments to this Agency Terms of Use. We shall have the right to make such amendments to this Agency Terms of Use, via Solace Online Limited as are necessary to comply with any laws and regulations that are applicable to the performance of our obligations under this Agency Terms of Use where such laws and regulations are implemented and/or amended after the date of this Agency Terms of Use. Such amendments may be made at any time upon as much notice as possible to you and shall take effect following such notice, if any. If you object to the proposed amendments, you have the right to terminate this Agency Terms of Use without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate this Agency Terms of Use before the date proposed by us for the entry into force of the changes. If no objection is received from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective.
14.8 What happens if you are jointly a client of ours with another person? Where you comprise two or more people, each person will be jointly and severally liable to us in respect of all obligations contained in this Agency Terms of Use.
14.9 Can you obtain a copy of these Agency Terms of Use or additional information? You may request and we shall provide a copy of these terms and any information set out in Schedule 4 of the Regulations (if relevant) at any time prior to termination of the Agency Terms of Use.
14.10 We may transfer these Agency Terms of Use to someone else. We may transfer our rights and obligations under these Terms to another organisation without your consent. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Agency Terms of Use.
14.11 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these Agency Terms of Use to another person if we agree to this in writing.
14.12 Nobody else has any rights under these Agency Terms of Use. These Terms are between you and us. No other person shall have any rights to enforce any of its terms.
14.13 Which laws apply to these Terms and where you may bring legal proceedings. This Agency Terms of Use and any disputes or claims arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England. You irrevocably 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 these Terms or its subject matter or formation (including non-contractual disputes or claims).