TERMS OF USE OF YOUR PAYOMA ACCOUNT
1. PAYOMA
Payoma is a trading name of Payoma Limited, an English company incorporated under company number 09016606, having its registered office at Level 18 40 Bank Street, London, E14 5NR, United Kingdom. Payoma is authorised by the Financial Conduct Authority (FCA) under the Electronic Money Regulations 2011 for the issuance of electronic money and provision of payment services. Our FCA Financial Services Register number is 900217.
2. THESE TERMS, THE AGREEMENT
The Terms
2.1. These Terms govern:
2.1.1. Opening, use, and closure of your Payoma Account,
2.1.2. Opening, use, and closure of e-Wallets,
2.1.3. Provision of other Services as described in these Terms,
2.1.4. Other matters related to your use of our Services as described in these Terms.
The Agreement
2.2. These Terms form a part of the Agreement that governs relationship between you and Payoma. The Agreement is comprised of:
2.2.1. These Terms,
2.2.2. The Definitions,
2.2.3. The List of the Fees,
2.2.4. Specific terms you have accepted that are or may become applicable to relationship between you and Payoma (for example IBAN Account Terms).
2.3. Other documents referred to in the Agreement but not listed in Clause 2.2 above such as the Privacy Policy, the List of Approval-required Transactions, the List of the Prohibited Transactions, the List of the Restricted Transactions, and the Complaint Procedure, unless expressly provide otherwise, do not form part of the Agreement.
2.4. We recommend you save and keep for future reference a copy of all parts of the Agreement. You can always view the current Agreement on our Website.
Your consent
2.5. By applying for Payoma Account you give your full and unconditional consent to the Agreement and all its parts. You may accept the Agreement only completely, without any reservations. If you disagree to any provision of the Agreement (this means to any provision or part of provision of any of its parts) you should abort application procedure and stop using any of our Services.
2.6. If you apply for additional Services, we may ask you to give your consent to specific terms and conditions governing provision of those additional Services. Once accepted these terms and conditions form a part of the Agreement.
Effective date
2.7. The Agreement becomes effective when we onboard you and accept you as our client. We will notify you on this.
Order of priority
2.8. In case of contradictions between different parts of the Agreement the following order of priority will apply (descending):
2.8.1. Specific terms and policies,
2.8.2. Business Terms (if you are using your Payoma Account for business purpose),
2.8.3. The List of the Fees,
2.8.4. These Terms,
2.8.5. The Definitions.
For the avoidance of doubt: for example, if these Terms (4th priority) contradict with the IBAN Account Terms (1st priority), the IBAN Account Terms will apply and these Terms, consequently, will not apply.
3. YOU AS OUR CLIENT
If you are an individual
3.1. If you are an individual, you must be 18 years or older to use Payoma Account. We may set a different age limit for some of our Services. By applying for Payoma Account you declare that you are 18 years or older or meet other minimum age requirement. We may require at any time that you provide evidence of your age.
3.2. You may only apply for Payoma Account and use our Services if it is legal to do so in your country of residence and the country of your nationality. By apply for Payoma Account and using our Services you represent and warrant to us that your application for Payoma Account and usage of our Services does not violate any laws or regulations applicable to you.
If you are a business
3.3. If you are a body corporate or an individual who will be using our Services in business, trade, or profession, you must refer to our Business Terms.
4. YOUR PAYOMA ACCOUNT
Role of your Payoma Account
4.1. Your Payoma Account is a single platform we use for provision of our Services to you. You will use your Payoma Account to access such Services as e-Wallet and IBAN Account.
Transaction ID and transaction history
4.2. Each transaction performed on your Payoma Account will be assigned a unique transaction ID. You should provide the transaction ID when communicating with us regarding any specific transaction.
4.3. Information on all transactions performed on your Payoma Account, including transaction ID, as well as information on all Fees charged, is shown in the transaction history section of your Payoma Account.
Checking your balance and transaction history
4.4. You should regularly check your Payoma Account balance and transaction history and compare it to your records. We strongly advise you to do so at least once a month. If you think, there’s a mistake or incorrectness in your Payoma Account or you have other concerns you must notify our Customer Support without delay and provide details of your concerns.
Negative balance
4.5. If due to any reason (deduction of Fees, Chargebacks etc.) balance of your e-Wallet and/or IBAN Account becomes negative (less than zero), you must immediately and without any notice from us to that effect upload to your e-Wallet and/or IBAN Account such amount that would make the balance of your e-Wallet and IBAN Account zero or positive.
4.6. We may, but have no duty, to notify you to replenish your e-Wallet and/or IBAN Account. Our notice is immediately due and payable.
Your Payoma Account, e-Wallet and IBAN Account are not bank accounts
4.7. Payoma is not a bank and your Payoma Account, including your e-Wallet and your IBAN Account, are not bank accounts. This means that the UK Financial Services Compensation Scheme (FSCS) does not apply to the electronic money held by Payoma, including the electronic money in your e-Wallet and in your IBAN Account. If we become insolvent, something that is very unlikely to happen, you may lose the electronic money held by Payoma, including electronic money in your e-Wallet and in your IBAN Account. However, the UK regulations for electronic money institutions, that applies to us, are designed to ensure safeguarding of funds deposited in electronic money accounts.
5. OPENING YOUR PAYOMA ACCOUNT
Applying for Payoma Account
5.1. In order to use our Services, you must first apply for a Payoma Account by registering on the Website.
5.2. You may have only one Payoma Account unless we explicitly approve the opening of additional accounts.
5.3. All information you provide us during the registration must be accurate and truthful.
5.4. When we open for you a Payoma Account we simultaneously open for you one e-Wallet.
Payment Methods
5.5. You may add and use only such Payment Method for uploading and withdrawing funds to and from our Services that has you as the named holder of that Payment Method.
For example: You may withdraw funds from your e-Wallet or IBAN Account by transferring these only to your account with another payment service provider and not to an account of another person.
5.6. Any attempt to add and/or use a Payment Method of which you are not the named holder will be a material breach of the Agreement and will be considered a fraudulent act.
Purpose of your Payoma Account
5.7. You will have to tell us if you are going to use your Payoma Account for private purposes, business purposes (including for the purpose of your trade or profession) or both (mixed purpose). If you are going to use your Payoma Account for business purposes or for business purposes and private purposes, you must accept and be bound by our Business Terms. If you are a body corporate, your use of your Payoma Account is always considered use for business purposes.
5.8. If you have told us that you will use your Payoma Account for private purposes only but later start using it for business purposes, you must notify our Customer Support without delay. We may assess the way how you use your Payoma Account and reclassify it to a business purpose or mixed purpose account. If you have any doubts, please contact our Customer Support.
No duty to open Payoma Account
5.9. We have no duty to open you a Payoma Account. This means we may reject your application or cancel registration process at any point without explaining our reasons for doing so.
Cooling-off
5.10. Within 14 days of the date of opening your Payoma Account, you may close your Payoma Account at no cost by contacting our Customer Support. If you have uploaded any funds into any of our Services, you may be required to provide identification as requested by us before being able to withdraw funds. No transactions and fees for transactions made before you close your Payoma Account will be refunded.
6. MAINTAINING YOUR PAYOMA ACCOUNT
6.1. You must ensure that the information on your Payoma Account, especially your personal information and contact details (in particular, your email address) is always accurate and up to date. We will not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or to provide supporting documents or other evidence.
6.2. You must frequently (not more seldom than 2 times per week) check the email you have provided in your Payoma Account. You must regularly (not more seldom than once a week) log into your Payoma Account. We will not be liable for any loss arising out of your failure to do so (including any loss because you have not read a notice or other communication, we have sent you).
7. KEEPING YOUR PAYOMA ACCOUNT SAFE
Your Identification Data
7.1. You must take all reasonable steps to always keep your Payoma Account and your Identification Data safe. You should not disclose your Identification Data to anyone.
7.2. You must never allow anyone to access your Payoma Account or watch you accessing your Payoma Account. You must comply with the security procedures we tell you about from time to time.
7.3. You must always ensure that your Identification Data is not stored by the browser or cached or otherwise saved in the Device you are using, irrespective if it is your Device or not.
Make your password strong
7.4. You must create your password so that it is hard to guess or deduct. You should combine in your password letter of both registers, numbers, and special characters.
7.5. We advise you to change your password not more seldom than once every 6 (six) months.
When we will ask you to provide your Identification Data
7.6. We will ask you to provide your Identification Data only when you are using our Website or Payoma’s payment gateway on a merchant’s website.
7.7. We will never ask you to provide your Identification Data under other circumstances. We will never send you or cause any Third Party to send you an email or any other message asking you to provide your Identification Data.
Your email account
7.8. You must take all reasonable steps to keep your electronic mail account safe and secure and accessed only by you. The electronic mail address you have notified to us may be used to reset passwords or to communicate about your Payoma Account and the Services you use.
Our vigilance
7.9. If we think your Payoma Account is at risk, we will notify you as soon as possible. We may but are not obliged to take other security measures we deem fit.
If your data is at risk
7.10. In case any of the electronic mail accounts registered in your Payoma Accounts is at risk, you should without delay notify our Customer Support and (if necessary) your electronic mail service provider and the police.
7.11. If you are requested to provide your Identification Data otherwise as described above, you must notify us without delay. If you have any doubt if a website requesting you to provide your Identification Data, is authorised to do so please contact our Customer Support.
7.12. If you think that your Identification Data became or may become available to a Third Party, you must notify our Customer Support without delay. If you think your Payoma Account was accessed by a Third Party or the electronic money on any of the Services you use were stolen, you must contact the police and our Customer Support.
8. YOUR E-WALLET
Electronic money account
8.1. Your e-Wallet is an electronic money account which enables you to send and receive electronic payments and receive other Services we provide or may provide in the future.
8.2. Your e-Wallet is denominated in one of the currencies we offer as available for denomination.
8.3. The electronic money held in your e-Wallet does not expire (except for the case of termination of your Payoma Account as described in Clause 23).
8.4. The electronic money held in your e-Wallet will earn no interest.
8.5. The electronic money in your e-Wallet belongs to you as an individual or a body corporate, registered as your Payoma Account holder. No person other than you has any rights in relation to the funds held in your e-Wallet, except if it is provided by the law.
9. OPENING AN E-WALLET
9.1. When we open for you a Payoma Account we simultaneously open for you one e-Wallet.
9.2. After your Payoma Account was opened you may open additional e-Wallets.
9.3. We may limit the number and/or functions of e-Wallets.
10. UPLOADING FUNDS TO YOUR E-WALLET
10.1. Uploading funds to your e-Wallet means us issuing e-money to you (crediting your e-Wallet) in exchange for the funds you have transferred to us. You can upload funds by using respective function of your Payoma Account. Uploading funds will be performed as provided in your Payoma Account.
10.2. We may offer one or several Payment Methods for uploading depending on your choice and other factors. We do not guarantee acceptance of any Payment Method for uploading at any time. We may at our sole discretion start accepting new methods or discontinue some of the existing methods. We do not provide acceptance of Payment Methods for uploading as a part of our Services. Instead, these are provided by Third Parties (e.g., your bank). When you are uploading funds, we are not a payment service provider but a recipient of funds. We are not responsible for the functioning of any of the Payment Methods you have used for uploading. Our responsibility starts once we receive the funds you have uploaded.
10.3. Uploaded funds will be credited to your e-Wallet after we have received the funds. Some Payments Methods may require longer time to process than the others. Some Payment Methods may result in your e-Wallet being credited as you intended, but later such crediting being cancelled because your Payment Method failed (for example, if the bank that has issued your payment card has reversed transaction).
10.4. Uploads are subject to Fees including currency conversion Fees (if applicable). For details, please see the List of the Fees.
10.5. You must not upload funds through a Payment Method if you are not the named holder of that Payment Method.
Any attempt to do so will comprise a material breach of the Agreement and will be considered a fraudulent act.
10.6 If you upload funds using such Payment Method that may be subject to a Chargeback you guarantee you will not exercise such Chargeback except for illegal use of that Payment Method that causes you being entitled to receive complete refund. You may not exercise a Chargeback against us due to your dispute with a merchant or any other Third Party. In respect of such unreasonable Chargeback we may charge you:
10.6.1. All the expenses we incur in connection with such unreasonable Chargeback, and
10.6.2. A Chargeback Fee. For details, please see the List of the Fees.
11. SENDING FUNDS FROM YOUR E-WALLET
11.1. Sending funds means transferring funds from your e-Wallet to Payoma e-wallet of the recipient.
11.2. You can send funds by using respective function of your Payoma Account. Sending funds will be performed as provided in your Payoma Account.
11.3. When providing details of the recipient you must take great care to properly type the Unique Identifier of the recipient. We use the Unique Identifier to determine the intended recipient of your funds. Other information you provide along with the Unique Identifier may be disregarded. We will not be liable for any error you make when entering the Unique Identifier. If a transaction was performed according to the Unique Identifier you have provided then it will be considered that the transaction was performed properly.
11.4. If the recipient has a Payoma account, the funds will be sent immediately.
11.5. If the recipient has no account with us, we will notify the recipient on the funds you wish to send them and invite the recipient to open a standard Payoma account or a temporary Payoma account. We will set up a reasonable term for the recipient to open Payoma account. Once the recipient opens any of these Payoma accounts the funds will be credited to the respective e-wallet.
11.6. Once the funds are credited to the recipient’s e-wallet, the transaction becomes irreversible.
11.7. Sending payments is subject to Fees including currency conversion Fees (if applicable) depending on the type of payment you make and the type of Payoma Account you hold. For details, please see the List of the Fees.
12. RECEIVING FUNDS IN YOUR E-WALLET
12.1. Receiving funds in your e-Wallet means that you have received funds (and your e-Wallet was accordingly credited) from a Third Party who has sent the funds from its Payoma account.
12.2. If you have received funds in your e-Wallet, we will send you a notification email.
12.3. You should be aware that receipt of funds in your e-Wallet does not necessarily mean that this transaction cannot be reversed. We may reverse receipt of the funds if the sender or the sender’s bank or payment service provider has Charged back or is reasonably likely to Chargeback the payment that was used to finance the payment to you.
12.4. The receipt of funds is subject to Fees and currency conversion Fees, depending on the type of payment you receive and the type of Payoma Account you have. For details, please see the List of the Fees.
13. WITHDRAWING FUNDS FROM YOUR E-WALLET
13.1. Withdrawing funds means taking your money out from your e-Wallet (redeeming) and moving it elsewhere outside your Payoma Account, for example, to your bank account.
13.2. You can at any time request a withdrawal of all or a part of the funds held in your e-Wallet.
13.3. We may offer one or several Payment Methods for withdrawal. We do not guarantee acceptance of any single Payment Methods for withdrawing at any time. We may at our sole discretion start accepting new methods or discontinue some of the existing methods. When you are withdrawing funds, we are not a payment service provider but a payer of funds. We are not responsible for the functioning of any of the Payment Methods you have used for withdrawing. Our responsibility ends once the funds leave our bank account.
13.4. Withdrawals are subject to Fees including currency conversion Fees (if applicable). For details, please see the List of the Fees.
13.5. You must not make a withdrawal using a Payment Method if you are not the named holder of that Payment Method. Any attempt to use a Payment Method of which you are not the named holder will comprise a material breach of the Agreement and will be considered a fraudulent act.
13.6. When providing details of the withdrawal Payment Method you must take great care to properly type the exact details the Payment Method you are using (e.g. account number, sort code, IBAN and/or BIC/SWIFT in case of bank transfer). We use those details or some of them as the Unique Identifier to transfer your funds. We will not be liable for any error you make when entering details of the withdrawal Payment Method.
14. ARCHIVING YOUR E-WALLET
14.1. You may archive (disable) any of your e-Wallets at any time. To do so you must use respective Payoma Account function or contact our Customer Support.
14.2. You may at any time unarchive (enable) any of your archived e-Wallets. To do so you must use respective Payoma Account function or contact our Customer Support.
14.3. If a Third Party is attempting to send funds to your archived e-Wallet, you will not receive the funds sent, but we will inform you on the attempt.
15. COMPLIANCE INFORMATION AND IDENTIFICATION
15.1. During onboarding you as our client, before processing any particular transaction and at any other point of time, at our sole discretion, we may require you to provide identification of you as an individual or if you are body corporate, of your officer, shareholder, beneficiary, or another related person, in the way we deem appropriate.
15.2. We may, at our sole discretion, at any point of time, including before any particular transaction, request you to provide, update or confirm accuracy of:
15.2.1. Any compliance information and documents we deem fit,
15.2.2. Any other information and documents we deem fit to explain and substantiate your transaction(s), use of our Services, source of your funds, your counterparty and other aspects related to use of our Services.
You will provide this information and documents withing the deadline we will determine and in the form we will request.
The information and documents referred to in this Clause 15.2 will be interpreted to the broadest extent possible and will include our right to request you to provide any information and/or document we may, at our sole discretion, need in relation to any your particular transaction or your use of our Services in general. We may request such information and documents due to several reasons, primarily, for AML/CTF and financial crime prevention purposes.
15.3. If there is any change in:
15.3.1. Your personal information,
15.3.2. Your nationality,
15.3.3. Your residential address,
15.3.4. Your contact information,
15.3.5. Any other information or documents you have earlier provided to us, including expiry of any of the documents you have provided to us earlier,
You must as soon as possible provide us with the correct information and supporting documents.
15.4. If you are a Business Client, you must notify us no later than one week in advance on any intended change of your business, providing additional information if we request you so. We will consider this proposed change and let you if we agree for our Services to be used for this new purpose.
We may, at our sole discretion:
15.4.1 Allow you using our Services for the changed business,
15.4.2 Prohibit you using our Services for the changed part of your business allowing you to use it for the unchanged part of your business, if such separation is possible,
15.4.3 Prohibit you using our Services if your change is effected.
If you have not heard from us until the change of your business, you may assume we have allowed using our Services for the changed business unless we let you otherwise later on.
16. LIMITS, RESERVES AND HOLDS
16.1. We may apply limits for upload and/or sending, and/or withdrawal, and/or limits of use of any Payment Method, and/or other limits to your Payoma Account and all or some of the Services we provide to you. These limits may depend on your country of residence, nationality, the status of your Payoma Account, transaction you are initiating, transactions you were involved in previously, your risk scoring and other factors we determine at our sole discretion. We may be obliged to apply such limits due to various reasons (e.g. to comply with our AML/CTF requirements).
16.2. We may have to reserve the funds in your e-Wallet, IBAN Account and/or any other Service to cover or securitise your liabilities before us. Once your liabilities before us become due we may at any time make respective deductions from the reserved funds. Such reserve will be lifted once you have fulfilled your respective liabilities.
16.3. We may put funds in your e-Wallet, IBAN Account and/or any other Service on hold if we have reasonable doubts as to legality of these funds or your compliance with the applicable law. We will request you to provide evidence that your funds held are legal and that you are compliant with provisions of the applicable law. Such hold will be lifted once we are reasonably satisfied with the evidence you have provided.
16.4. Sometimes limits and/or reserves and/or holds can be lifted or eased if you actively cooperate with us (e.g. you promptly provide us the information and documents we ask you to provide).
16.5. We may also be obliged to apply limits and/or reserves and/or holds because an authority such as a court of the police requested us to do so. If this is the case, you need to contact that authority for any information.
17. PROHIBITED TRANSACTIONS, RESTRICTED TERRITORIES, AND APPROVAL-REQUIRED TRANSACTIONS
The Prohibited Transactions
17.1. The Prohibited Transactions are set out in the List of the Prohibited Transactions.
17.2. We may at any time at our sole discretion revise the List of the Prohibited Transactions.
17.3. You may not use any of the Services to fund, pay for, securitise or otherwise in relation of any of the Prohibited Transactions.
17.4. In case you are in doubt whether your transaction is Prohibited Transaction, you must contact our Customer Support.
The Restricted Territories
17.5. The Restricted Territories are set out in the List of the Restricted Territories.
17.6. We may at any time at our sole discretion revise the List of the Restricted Countries.
17.7. You may not use any of the Services if you are residing, are present or are located in (carrying out your operations from) the Restricted Territories. If you are temporarily present in the Restricted Territories, you must abstain from using any of the Services while you are in the Restricted Territories.
Approval-required Transactions
17.8. Approval-required Transactions are set out in the List of the Approval-required Transactions.
17.9. We may at any time at our sole discretion revise the List of the Approval-required Transactions.
17.10. You may use any of the Services to fund, pay for, securitise or otherwise in relation of any of the Approval-required Transactions only subject to our prior approval. We may deny such approval at our sole discretion. Normally we will explain you why the approval is denied, but sometimes we may not be able to do so.
17.11. In case you are in doubt whether your transaction is Approval-required Transaction, you must contact our Customer Support.
Your duty to be diligent
17.12. It is your and not our duty to ensure that you do not use our Services in relation to the Prohibited Transactions, or while you are in the Restricted Territories, or in relation to the Approval-required Transactions unless you have received our prior approval to the particular Approval-required Transaction. You may not rely on the fact that your counterparty is our client that their transactions are not Prohibited Transactions or Approval-required Transactions. You must abstain from transaction if you have doubts as to its legality or compliance to the Agreement and/or the applicable law.
18. FEES
The Fees
18.1. The Fees may depend on whether you are using your Payoma Account for personal or business purpose.
18.2. The Fees are laid down in the List of the Fees. The List of the Fees is not exhaustive, and the Fees may be laid down by other rules and policies.
Currency conversion
18.3. Your transactions may require currency conversions. If you make a payment from your e-Wallet denominated in one currency to an e-wallet denominated in another currency, you will be asked to make the payment in the currency of your e-Wallet or in the currency of the recipient’s e-wallet. You will be able to make a payment in another currency that neither the currency of your e-Wallet nor the currency of the recipient’s e-wallet.
If you choose the currency of your e-Wallet, then the recipient will pay the Fee for conversion into the currency of their e-wallet.
If you choose the currency of the recipient’s e-wallet, you will pay the Fee for conversion into the currency of the payment.
If you choose a currency that is neither the currency of your e-Wallet nor the currency of the recipient’s e-wallet then you will pay the Fee for conversion into the currency of the payment, and the recipient will pay the Fee for conversion into the currency of their e-wallet.
18.4. For currency conversion we will apply the average market rate sourced by professional FX service provider whose services we will be using for provision of FX services to which we will add a conversion Fee. The conversion Fee is payable in addition to the transaction Fee. We will not apply the conversion Fee on currency conversions of Fees.
Deduction of Fees
18.5. The Fees charged to you will be deducted primarily from your e-Wallet balance, but if it is not sufficient, from your IBAN Account balance or from any other funds due to you and you hereby authorise us to do so.
18.6. Transaction and conversion Fees will be deducted before execution of respective transaction. If your e-Wallet balance is insufficient to cover the Fees for transaction, we may refuse to execute the transaction. Chargeback Fees will be deducted when incurred.
18.7. If your e-Wallet balance, IBAN Account balance and all other funds due to you are insufficient to cover the Fees, we may invoice you the outstanding Fees. Our invoice will be immediately due and payable.
19. YOUR DATA
19.1. The processing of your data is governed by our Privacy Policy which can be found on our Website. By accepting these Terms, you also agree to the terms of our Privacy Policy. You should save and keep a copy of the Privacy Policy.
20. COMPLAINTS
20.1. The way how complaints are reviewed is governed by our Complaint Procedure which can be found on our Website. By accepting these Terms, you also agree to the terms of our Complaint Procedure. You should save and keep a copy of the Complaint Procedure.
20.2. We may at any time at our sole discretion revise the Complaint Procedure.
21. TERMINATING YOUR PAYOMA ACCOUNT AND THE SERVICES
Termination of your Payoma Account and the Services
21.1. We may terminate your Payoma Account or only a part of the Services without any specific reason by giving you 2 (two) months prior notice. Termination of your Payoma Account always entails termination of all Services we have provided to you.
21.2. You may terminate your Payoma Account or only a part of the Services at any time by giving us a termination notice.
21.3. Together with a termination notice or at any time after that we may give you instructions on how to withdraw remaining funds.
21.4. If your Payoma Account and/or any other Services are subject to a limit and/or reserve and/or hold, termination will not affect our right to apply that limit and/or reserve and/or hold and to make deductions from the funds in your Payoma Account.
21.5. We may at any time terminate your Payoma Account or, at our sole discretion, only a part of the Services without an advance notice in any of the cases as follows:
21.5.1. You have breached any provision of the Agreement,
21.5.2. You have breached, or we have reason to believe that you have breached any law or regulation that is applicable to your use of your Payoma Account and/or our Services,
21.5.3. We have reason to believe that you are in any way involved in any fraudulent activity, money laundering, terrorism financing or other illegal activity,
21.5.4. We are required to do so by the FCA or any other authority we are subject to,
21.5.5. We are unable to continue provision of our Services to you for a reason outside our control,
21.5.6. Continuing providing our Services to you is likely to cause our non-compliance,
21.5.7. We are required to do so under the applicable law.
Your Payoma Account after termination
21.6. After your Payoma Account was terminated if there’s a positive balance, we will ask you to withdraw your funds within reasonable time, during which your Payoma Account will be accessible for the purpose of withdrawing the remaining balance only. After expiry of this period you will not be able to access your Payoma Account, but you still may withdraw any remaining funds by contacting our Customer Support and requesting that the funds are sent to you in a manner that is reasonably acceptable for us. You may withdraw your funds within 6 (six) years from the closure of your Payoma Account. We advise you to withdraw your remaining funds as soon as possible. Withdrawal will be processed as provided in these Terms.
21.7. Termination of your Payoma Account does not affect limits, reserves, or holds (if any) applied to your Payoma Account and the Services. Such limits, reserves, or holds remain in place until the reasons for their application have ceased.
21.8. Termination of your Payoma Account does not affect your compliance obligations (Clause 15), inter alia before performing withdrawal of your funds we may request any compliance information and documents we deem fit.
21.9. If you want to access your transaction history after the closure of your Payoma Account, you will need to contact our Customer Support and request information.
21.10. While you are able to access your Payoma Account after its closure you have to keep it safe as set out in these Terms (Clause 7).
22. SUSPENSION OF YOUR PAYOMA ACCOUNT AND/OR THE SERVICES
22.1. We may suspend operation of your Payoma Account, all or part of the Services to you or otherwise restrict their functionality in the way we deem fit in any of the cases as follows:
22.1.1. On reasonable grounds relating to the security of your Payoma Account, all or part of the Services or any of their security features,
22.1.2. If we reasonably suspect that an unauthorised or fraudulent use of your Payoma Account, all or part of the Services has occurred or is occurring,
22.1.3. That any of all or part of the Services security features have been compromised,
22.1.4. You have failed to provide us the identification and/or compliance information and documents we have requested (Clauses 15.1 and 15.2),
22.1.5. If there are outstanding claims, charges, penalties, costs, or charges payable by you to Payoma,
22.1.6. The balance of your e-Wallet or any Services became negative (Clause 4.5),
22.1.7. We are required to do so under applicable law,
22.1.8. In any case when we are entitled to terminate your Payoma Account, and all, or part of the Services, as an alternative or intermediate measure.
For the avoidance of doubt: this Clause 22.1.8 means that if there’s a reason for us to terminate your Payoma Account, and all or part of the Services, we may either (a) to suspend or restrict it instead of termination or (b) to suspend or restrict your Payoma Account, and all or part of the Services (for example to gather additional information) and later on terminate your Payoma Account or part of the Services if we deem it fit.
22.2. We will notify you of any suspension or restriction of your Payoma Account, all or part of the Services and of the reasons for such suspension or restriction, unless notifying you would be unlawful or compromise our reasonable interests.
22.3. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
23. CHANGES TO THE AGREEMENT
23.1. We may at any time at our sole discretion revise the Agreement, all or any of its parts, including these Terms.
23.2. We will give you a notice on any change to the Agreement.
23.3. The changes to the Agreement will become effective:
23.3.1. The changes will come into effect 2 (two) months after the date the change notice is deemed received by you (Clause 24), unless you have given us a notice that you object to the proposed changes before the changes come into effect.
23.3.2. The changes may come into effect immediately if:
23.3.2.1. It is provided by the applicable law,
23.3.2.2. We are required to do so by a competent authority (e.g. FCA),
23.3.2.3. It is necessary to cure material and eminent threat of use of our Services for illegal purpose,
23.3.2.4. It is necessary to cure material and eminent threat to security of our systems or to protect customer funds,
23.3.2.5. It is necessary to ensure our compliance,
23.3.2.6. There is another objective material reason for doing so.
23.4. If you object to the changes to the Agreement, we have notified to you as provided in Clause 23.3.1 above, these changes will not apply to you. You must object in writing within the notice period (Clause 23.3.1). Such objection will constitute an unconditional notice by you to terminate the Agreement and your Payoma Account and all the Services with immediate effect. The Payoma Account and the Services will be terminated in accordance with the provisions of these Terms (Clause 19).
24. HOW WE WILL COMMUNICATE WITH YOU
24.1. We will normally contact you via email or using Payoma Account functions. Sometimes we may contact you using conventional mail.
24.2. We will use the email address and the postal address you have indicated in your Payoma Account. We may at our sole discretion use any other email address we know is or may be yours, but we have no duty to do so. If we permit usage of the email address other than provided in your Payoma Account, we may subject it to you providing extra identification (Clause 4.9).
24.3. Communication we send you will be deemed received:
24.3.1. If sent by email – on the next business day.
24.3.2. If sent using Payoma Account functions, once you log into your Payoma Account, but not later than within 7 (seven) days.
24.3.3. If sent by post:
24.3.3.1. On the 4th (fourth) day, the day of sending counted, if your address is in the UK,
24.3.3.2. On the 10th (tenth) day, the day of sending counted, if your address is outside the UK.
24.4. Sometimes we may contact you via messaging apps or other forms of communication. We have no duty to use such forms communication. If we have used such forms of communication in the past, we have no duty to continue using them in the future.
24.5. We operate in English only. Communication between you and Payoma will be in English. Based on your Payoma Account settings we may provide you some automated communication in another language, but all non-automated communication will be held in English. Documents or communications in any other languages (if any) are for convenience only and will have no legal force and will not bind us.
24.6. When we are required to provide information to you on a durable medium, we will either send you an email (with or without attachment) or send you a notice with a link to our Website for you to receive information in a format that is suitable for storage. We recommend you keep copies of all communications we send or make available to you.
24.7. You can request a copy of the Agreement by contacting our Customer Support.
24.8. Unless the applicable law tells otherwise, you and Payoma will use exclusively electronic communication.
25. CONFLICTS OF INTEREST
25.1. Due to the nature of our business and our role as an Electronic Money Institution, we do not expect that in provision of our Services to you a conflict of interest may occur between our interest and your interest. In the very unlikely event such conflict occurs, we will disclose it to you and discuss with you approaches to its management.
26. LIABILITY
26.1. In the case of an unauthorised payment or a payment that was incorrectly executed due to an error by us, we shall, as soon as practicable, refund the payment amount including all fees deducted therefrom. This shall not apply:
26.1.1. Where the unauthorised payment arises from your failure to keep the personalised security features (inter alia the Identification Data) of your Payoma Account safe in accordance with Clause 7 of these Terms. In this case you will remain liable for the first 35 GBP (or equivalent in the currency of your e-Wallet) unless Clause 26.1.2, or 26.1.3, or 26.1.4 applies,
26.1.2. If you fail to notify us without undue delay of any loss of your Identification Data or other event that could reasonably be expected to have compromised the security of your Payoma Account after you have gained knowledge of such event (Clause 7.12) in which case you will remain liable for the losses incurred until you notify us,
26.1.3. If the transaction was unauthorised but you have acted fraudulently or compromised the security of your Payoma Account with intent or negligence, in which case you will be solely liable for all losses,
26.1.4. If you fail to dispute and bring the unauthorised or incorrectly executed transaction to our attention without undue delay and in any event no later than within 13 (thirteen) months from the date of the transaction.
26.2. Clause 26.1.1 will not apply to transactions made after you have notified us in accordance with Clause 7.12, in which case we shall remain liable and refund any unauthorised transaction to you as soon as practicable, unless Clause 26.1.3, or 26.1.4 applies,
26.3. In the case of any incorrect or misdirected payment, we will take reasonable measures to assist you with tracing and recovering such payments.
26.4. Subject to the foregoing, we will not be liable for any disruption or impairment of our Service or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder, provided that such disruption or impairment is due to abnormal and unforeseeable circumstances beyond our reasonable control.
26.5. 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.
26.6. Nothing in the Agreement will 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.
26.7. Our obligation under the Agreement is limited to providing you with the Services and we do not make any statement in relation to or endorsement of the quality, safety or legality of any goods or services provided by Payoma customers or intermediaries.
26.8. We shall not be liable for the assessment or payment of any taxes, duties or other charges that arise from your use of our Services.
26.9. You agree to defend, reimburse or compensate us and hold us and our other companies in our corporate group harmless from any claim, demand, expenses or costs (including legal fees, fines or penalties) that we incur or suffer due to or arising out of your or your agents' breach of the Agreement, breach of any applicable law or regulation and/or use of our Services. This provision will survive termination of the relationship between you and us.
26.10. If you fail to mend negative balance of your Payoma Account as provided in these Terms (Clause 4.11) we may at any time send you reminders or take other debt collection steps including but not limited to mandating a debt collection agency or solicitors or to pursue the claim in court. We may charge you the expenses we reasonably incur in connection with any debt collection or enforcement efforts.
26.11. We may apply certain Fees in cases of certain breaches the Agreement.
27. APPLICABLE LAW AND RESOLUTION OF DISPUTES
27.1. 27.1. The Agreement and all its parts are governed by English law without giving effect to any conflict of law provisions of English law. Both Parties submit to exclusive jurisdiction of the courts of England and Wales in respect of any dispute between that is in any way related to the Agreement and any of its parts or that is otherwise related to provision of the Services.
28. MISCELLANEOUS
No rights of third parties
28.1. No person other than you or Payoma will have any rights under the Agreement. The Provisions of Contracts (Rights of Third Parties) Act 1999 are expressly excluded.
Assignment
28.2. You may not assign any right or obligation under the Agreement to any Third Party. You may not assign or transfer your Payoma Account to a Third Party, pledge, securitize it or otherwise grant any third party a legal or equitable interest over it.
28.3. We may assign some or all our rights and obligations under the Agreement to any Third Party. Such assignment may take place, for example, if we transfer our business.
Outsourcing
28.4. We may outsource performance of some of our duties under the Agreement to any Third Party or Third Parties.
28.5. We will not notify you on outsourcing of our duties under the Agreement, modification or termination of such outsourcing.
No waiver
28.6. Your or Payoma delay or failure to exercise any of its rights under this Agreement, irrespective of reasons for such delay or failure, will not constitute waiver of that right or identical or similar right by that party and will not prevent that party from exercising that right in the future.
28.7. Neither you nor Payoma may rely on a waiver of any right hereunder by another party unless such waiver is made in writing in an unambiguous manner.
Invalid provisions
28.8. If any provision of the Agreement will become illegal, null, void or unenforceable:
28.8.1. All the remaining provisions of the Agreement will remain in force, and:
28.8.2. 28.8.2. The illegal, null, void or unenforceable provision will be automatically replaced by such legal, valid, binding and enforceable provision that approximates the null, void or unenforceable provision to the most complete extent in terms of purpose and consequences.
