Supplemental terms and conditions Epos Now banking service and card program

These Terms and Conditions set out here between you (“You” or “you”) and Epos Now (UK) Ltd (“Epos Now”) for the use of the Epos Now Banking Service and Card Service.

As you will be already using Epos Now Payments, these Terms and Conditions are supplemental to the Epos Now Payments Terms and Conditions.

PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO ENSURE THE SAFETY AND SECURITY OF LOGIN DETAILS, MULTIFACTOR AUTHENTICATION CHECKS, PIN NUMBERS AND CVC CODES. YOU MUST NOTIFY US IMMEDIATELY IF YOU CONSIDER THEY MAY HAVE BEEN COMPROMISED.

1. Introduction and description of the services

Epos Now uses a Facilitating Bank (details given below) in order to provide you with a Bank account and a Card linked to the account. You will be required to onboard via the Facilitating Bank and accept their terms and conditions and agree to be bound by the latest version. Epos Now is not itself a Bank.

In addition, you must remain bound by these Terms and Conditions and not transfer or assign your rights under this Agreement to another person or entity.

2. Definitions

“API” means application programming interface through which the Facilitating Bank and the Bank Account Holder securely communicate relevant information and Payment Instructions.

“Bank Account” means the account issued by the Facilitating Bank to a Bank Account Holder for the

purpose of initiating incoming or outgoing fund transfers, subject to these Bank Account Terms.

“Bank Account Holder” or “You” means a legal entity or natural person acting in the course of trade,

business or profession that has requested the Bank Account and has been issued the Bank Account by the Facilitating Bank.

“Business Days” means a day other than a Saturday, Sunday or national holiday on which banks are open for business in the UK.

“Card” means a payment card linked to the Bank Account under the Card Program.

“Card Program” or “Card Service” means the service for the provision of a co-branded Card by the Facilitating Bank for use in connection with the Bank Account.

“Facilitating Bank or “Adyen” means Adyen N.V., a public company and Bank registered in the Netherlands under company number 34259528 whose registered office is at Simon Carmiggeltstraat 6-50, 1011 DJ, Amsterdam or, where relevant, any of its local subsidiaries or branches. Its website can be found at www.adyen.com

“KYC Information” means any information regarding a natural person or business (including its owners and/or directors) that Epos Now and the Facilitating Bank lawfully are required to obtain and verify before the Bank Account or Card Service may be provided.

“Payment Instruction” means electronic instruction sent by you to the Facilitating Bank via API (or other means provided or procured by The Facilitating Bank) to transfer funds from the Bank Account to a third-party bank account.

“Personal Data” means any information directly or indirectly relating to an identified or Identifiable living individual.

“Settlement Amounts” means amounts received by The Facilitating Bank acting as Acquirer (through other service agreements with ) for transactions processed for the Bank Account Holder.

“Strong Customer Authentication” or “SCA” means an authentication based on the use of two or more elements categorised as knowledge (something only you know), possession (something only you possess) and/or inherence (something you are).

“Third-party Platform” means a third-party developed and exploited technical platform that is integrated with The Facilitating Bank to facilitate a part of the Bank Account Service or ancillary service to.

3. Applicability and notification of changes

These Bank Account User Terms apply to each Bank Account that is to be issued by the Facilitating Bank and govern the rights and obligations of each party. In addition, the Facilitating Bank’s own Bank Account User Terms and Card User Terms must be read in conjunction with these. The Facilitating Banks own Bank Account User Terms will take precedence over these terms and conditions in relation to the operation of each Bank Account.

You will be required to sign the Bank Account User Terms and the Card User Terms electronically. In addition, in the event that Epos Now subsequently requires it, you agree to provide Epos Now with a physical signature within 14 days of such requirement.

The Facilitating Bank may unilaterally change or supplement its Bank Account User Terms by giving you 30 days’ advance written notice. A shorter notice period may apply in case of changes to applicable laws or regulations. If change, modification or amendment of the Bank Account User Terms has a material negative effect on the Bank Account service or the provision of any of The Facilitating Bank’s material obligations under these Bank Account User Terms, you may terminate the Bank Account service via written notice of termination within 60 days of the changes going into effect.

4. Effective date and term

Conditional upon the Facilitating Bank agreeing to issue a Bank Account to Bank Account Holder these terms and conditions shall come into effect from the day they are signed or otherwise (digitally) accepted by you and will remain in place until terminated in accordance with clause 11.

5. Required KYC information

You must provide Epos Now and the Facilitating Bank with relevant information about itself, its business activities, its directors and ultimate beneficial owners (“KYC Information”) to the extent required by law. Epos Now reserves the right to withhold the provision of the Bank Account service until the KYC Information has been approved. Bank Account Holder warrants and shall continue to warrant that the KYC Information is, to the best of its knowledge, up-to-date and correct. Any material changes to the KYC Information must be notified to Epos Now in writing without undue delay.

You agree that we may run further checks on your identity, credit rating and background by consulting relevant screening tools, registries and governmental authorities.

6. Bank Account service

6.1 Type of Bank Account and currency

The Bank Account may only be requested by a Bank Account Holder who is acting within the scope of economic activity (i.e. non-consumer trade, business, craft, or liberal profession).

Bank Account Holder and/or its authorised representatives may only use the Bank Account for commercial or business purposes, and not for personal, family, or household use.

The Bank Account is a multi-currency account, such that multiple currencies can be administered on the same Bank Account number. A list of supported currencies and relevant FX rates will be provided by Epos Now upon request of the Bank Account Holder. As at April 2023 the supported currency was GBP.

6.2 Strong Customer Authentication requirement

As part of applicable laws on Strong Customer Authentication (SCA), Bank Account Holder must register one or more iOS or Android devices (or other supported devices as notified by The Facilitating Bank from time to time) with The Facilitating Bank in order for The Facilitating Bank to be able to authenticate individual Payment Instructions and/or Bank Account access requests using of SCA. Bank Account holder is responsible for managing its device(s) and safeguarding relevant (login) credentials from unauthorised access by third-parties. Bank Account Holder further acknowledges that each Payment Instruction or access request to the Bank Account may require successful SCA before the Payment Instruction is carried out or the access request is granted.

6.3 Payment Instructions, reporting and Bank Account statements

No banking portal or similar interface is provided directly by The Facilitating Bank as part of the Bank Account service. The Facilitating Bank will make available a dedicated application programming interface (“API”) to Bank Account Holder through which you can (i) initiate Payment Instructions (ii) obtain Bank Account statements or reports and (iii) request an overview of incoming and outgoing transfers and Bank Account balance. The Facilitating Bank may at a later point in time at its own discretion design, create or provide customer interfaces/portals to operate the Bank Account and its features.

You agree that the Facilitating Bank is entitled to rely upon instructions given to it on your behalf through the Epos Now platform.

6.4 Incoming fund transfers

The Bank Account can be used to receive Settlement Amounts, low cost (local) bank transfers and wire transfers. Incoming low cost (local) bank transfers and wire transfers will be credited to the Bank Account after such amounts have been screened pursuant to applicable laws and regulations, specifically those laws and regulations with regard to anti-money laundering and financial crime. Funds that are reasonably deemed suspicious will be returned to the sender or treated otherwise in accordance with applicable laws and regulations.

6.5 Outgoing fund transfer

Bank Account Holder may initiate an outgoing fund transfer from the Bank Account by submitting a Payment Instruction. Payment Instructions may be initiated each Business Day up to the higher of (i) EUR 5,000,000 or (ii) 30% of the end-of-day balance of the immediately preceding Business Day. Payment Instructions in excess of this amount may only be done with The Facilitating Bank’s prior written consent. Payment Instructions received outside of operating hours of the respective clearing (i.e. fast in GBP is 24/7 and normal is during business hours) will be processed on the following Business Day. The parties may agree that a Payment Instruction shall be processed on a specific day or according to a specific schedule, provided that the Bank Account has sufficient funds available at the time of execution of the Payment Instruction. If the agreed day for processing of a Payment Instruction is not a Business Day, the Payment Instruction shall be processed on the following Business Day.

6.6 Bank Account fees and interest

Fees are separately agreed between Epos Now and Bank Account Holder. Bank Accounts are subject to 0% interest, unless otherwise agreed between Epos Now and Bank Account Holder. Incoming and outgoing wires will be executed in accordance with the ‘SHA’ (shared) principle, meaning that in case of incoming wires, Bank Account Holder receives funds minus the correspondent (intermediary) bank charges. In case of outgoing wires, the recipient will receive the transfer amount minus the correspondent (intermediary) bank charges.

Current fees are set out below at section 15. Fees may be varied upon giving you 30 days’ notice in writing (which may be by email). You have the right to terminate the Agreement within 30 days of receiving notice of any increase in fees.

6.7 Executing, cancelling or changing Payment Instructions

You may request rectification of an unauthorised or erroneous executed Payment Instruction by The Facilitating Bank, provided you notify the Facilitating Bank without undue delay after becoming aware of any such unauthorised or incorrect outgoing fund transfer, and no later than 13 months after the debit date. After this period, the Payment Instruction is automatically regarded as correctly executed and Bank Account Holder shall not have the right to object to the executed Payment Instruction. Moreover, Bank Account Holder is required to take all reasonable measures to prevent an error from resulting in (further) loss or damage.

The Facilitating Bank shall be entitled (but not have any obligation) to recall or cancel a Payment Instruction in the event that the Bank Account Holder has been declared insolvent or the Bank Account Holder’s ability to provide legally valid instructions has otherwise been adversely impacted.

You acknowledge that it is generally not possible to cancel or amend a Payment Instruction after it is submitted to The Facilitating Bank. If the Bank Account Holder nevertheless requests the Facilitating Bank to cancel or amend a Payment Instruction, the Facilitating Bank will generally make an effort to comply with such a request to the extent reasonably possible. Epos Now will not be liable to you for any losses or claims that are the result of a cancelled or amended Payment Instruction.

6.8 Limitation of Liability of Epos Now

Epos Now shall not be liable for any losses caused to you through inaccurate payment instructions being initiated by you, or other errors resulting in unrecoverable payments to third parties.

7. AISPs and PISPs

In accordance with applicable laws and regulation, The Facilitating Bank may be obligated to provide Account Information Service Providers (“AISPs”) and/or Payment Initiation Service Providers (“PISPs) access to the Bank Account in order to obtain account or balance information, transaction history information, or initiate Payment Instructions on behalf of the Bank Account Holder. The Bank Account Holder has the right to authorise or decline such access at its own discretion from time to time through The Facilitating Bank or the relevant AISPs and/or PISPs.

8. Set-off and no pledge

Epos Now reserves the right to set-off amounts that it owes you with the amounts that You owe Epos Now/the Facilitating Bank. In the event that you owe the Facilitating Bank any amounts (for example, amounts based on unpaid fees), Epos Now may immediately charge an equivalent of such amounts against the available balance held on the Bank Account. For the avoidance of doubt, set-off may be applied if:

• The amount is not due and payable.
• The amount to be offset is not in the same currency.
• The amount that is owed is conditional.
• You are declared bankrupt or subject to a (temporary) moratorium of payments; or
• You are subject to a legal debt management scheme or another insolvency scheme.

You will not pledge or otherwise encumber the balance held on the Bank Account without the Facilitating Bank’s prior written consent. Consent may be conditional to other requirements as reasonably determined by The Facilitating Bank from time to time.

8. Compliance with applicable laws and regulations

The Facilitating Bank offers to provide the Bank Account service in accordance with applicable laws and regulations. You may only use the Bank Account and ancillary services for their intended purposes and in accordance with applicable laws and regulations. Bank Account Holder will not misuse the Bank Account or cause it to be misused, such as but not limited to criminal offences or activities that are harmful to Epos Now or the Facilitating Bank, the Facilitating Bank’s reputation or activities that could damage the working and integrity of the financial system.

The Bank Account must not be used at any time for non-business purposes.

9. Right to use third parties

The Facilitating Bank may engage with subcontractors to deliver the Bank Account service or a part thereof, for example to apply verification of your identity before each Payment Instruction is processed in accordance with the principle of Strong Customer Authentication. The Facilitating Bank remains ultimately responsible for the provision of the Bank Account service through any subcontractors. 

You agree that your information may be shared by Epos Now and onwards by the Facilitating Bank with subcontractors to the extent reasonably necessary to make the Bank Account and ancillary services available. 

The Facilitating Bank may rely on the instruction provided by Epos Now’s platform on behalf of the Bank Account Holder. 

10. Personal Data

The Facilitating Bank may process Personal Data which is uploaded via KYC to provide the Bank Account service or any ancillary services including Personal Data of the Bank Account Holder and that of its authorised representatives. Personal Data may be shared for the purpose of checking your identity and credit rating with professional organisations providing this service.

Epos Now will process Personal Data in accordance with applicable data protection laws including the Data Protection Act 2018 and the EU General Data Protection Regulation (GDPR). The basis of processing will be in the pursuance of contractual relations with you. A copy of our Privacy Policy is at https://www.eposnow.com/uk/contact-us/about/privacy-policy/.

11. Termination

Unless otherwise agreed, the Bank Account service may be terminated for any reason by either you or Epos Now by giving at least two (2) months’ written notice to the other Party. Writing includes by email to the most recent email address held on our records.

The Bank Account service may be terminated with immediate effect and without advance notice, if:

• There are reasonable grounds to believe the Bank Account has been used fraudulently or Illegally.

• Epos Now is required to do so by the Facilitating Bank for breach of its bank Account User Terms, or by a regulator.
• You have failed to provide accurate or sufficient KYC information.
• You have breached these Terms and Conditions in a manner which cannot be remedied.
• Epos Now becomes aware of multiple accounts being set up in different account holder names by entities in which you are a beneficial owner.

If the Bank Account service is terminated, it will no longer be possible to process any debits or credits on the Bank Account. Any net amount standing to the credit of the Bank Account Holder will be transferred to another nominated account (subject to money laundering checks being satisfied). Epos Now will instruct the Facilitating Bank to transfer any funds which cannot be so processed in line with applicable laws and regulations.

12. Card Services

12.1 Acceptance of Card User Terms

You will be required to accept and be bound by the latest version of the Card User Terms of the Facilitating Bank in order to be able to be provided with and use a payment card linked to the Bank Account. This will be done as part of your onboarding process and will require a digital signature by way of acceptance.

12.2 Linked account

The Payment Card is ancillary to and linked to the Bank Account (and funds within it) provided to you by the Facilitating Bank.

12.3 Your security credentials and Multi-factor Authentication

Your Card may be personalised and protected with security credentials (e.g., a PIN or CVV). You may be prompted to insert your security credentials each time you wish to authorise a Card Payment. It is your responsibility to ensure your security credentials remain secret. We strongly recommend that you do not store a digital or physical copy of your security credentials. If you do store your security credentials, it is your responsibility to apply appropriate protection (e.g., a vault or encrypting your security information). If you forgot your security credentials or your Card is blocked for any reason, you can request new security credentials by contacting Epos Now or using a secured online environment provided to you by the Marketplace.

You agree to indemnify Epos Now in relation to any losses caused to it through your failure to adequately comply with the preceding paragraph.

To comply with the industry principle of strong customer authentication for offline (in-person) and online Card Payments, you may be prompted to insert Multi-factor Authentication when you initiate a Card Payment to ensure that the person with your Card is actually you or is acting on your behalf. 

12.4 Access to account and Card Payment information

The Marketplace will make available to you an online user interface to display relevant information about your account and your Card Payments. You authorise Epos Now to send instructions to the Facilitating Bank on your behalf, such as but not limited to, instructions to issue Cards, initiate Card Payments and opening or closing your account. 

12.5 Chargebacks

Depending on the type of Card, you may dispute a specific Card Payment and request a Chargeback, for example if you have not received your purchase or you have received a wrong product or service and the Card Acceptor is unreasonably withholding a refund. Reasonable dispute costs may be charged to you by Epos Now depending on the outcome of the dispute. Please contact us for information about applicable charges.

12.6 Cancelling a (recurrent) Card Payment

You can cancel a Payment that you have already authorised (for example in case of recurring monthly subscription payments) until the end of the business day before the Card Payment is due to take place.

12.7 Spending limits

The Facilitating Bank may apply certain limits on the Card, for example how much you can spend or withdraw in a single Card Payment or business day, or what you may or may not purchase with the Card. The Facilitating Bank may reserve the right to block a Card Payment if in our reasonable discretion the payment is not supported by the Card Program.

 12.8 Prohibited use

You are responsible for the proper use of the Card by yourself and any of your Authorised Card Users. 

You may not use the Card:

1. If you fail to insert security credentials or Multi-factor Authentication when being prompted to provide such details;
2. If you do not have enough funds on your account;
3. For purchases products or services that are not in-scope of the Card Program, including but not limited to adult entertainment, gambling, cryptocurrencies, money orders and travellers cheques from non-financial institutions;
4. For anything that’s against the law (e.g. fraud);
5. If you breach these Terms and Conditions, or if you breach terms relating to the Card Services in a way that reasonably justifies suspending or blocking a Card Payment;
6. In a way that might harm us, our software, our systems or our hardware;
7. If prevented by a lawful body or Scheme Owner;

In any of the above scenarios the Facilitating Bank may block or suspend a Card Payment in its absolute discretion. 

13. Applicable law and jurisdiction

These Terms and Conditions shall be subject to the same legal jurisdiction as the Bank Account User Terms. 

14. Acceptance of these terms

These Terms and Conditions may be accepted either digitally or in writing by the authorised representatives of each party. 

If these Terms and Conditions are accepted digitally, the parties agree that their digital acceptance shall act as the equivalent of a real physical signature and that the respective party is held and bound by the terms included herein.

15. Fees

The current fees (which are subject to variation) are as follows: