MuchBetter Business
ACCOUNT SERVICES AGREEMENT

THIS AGREEMENT sets out the terms and conditions (“Terms”) upon which our (MIR Limited UK Ltd or “MIR”) operates MuchBetter Business (“MBB”) and provides MuchBetter Business Account Services to you. You must agree to these Terms in order to use our Services.

MIR is a provider of accounts and services for holding, safeguarding, exchanging, transmitting and receiving electronic money. MIR is an electronic money issuer and provider of payment services authorised and regulated by the FCA in the United Kingdom, with registration number 900704 with registered office at Signature by Regus Berkley Square, Berkley Square House, 2nd Floor, London, W1J 6BD, United Kingdom, company number 10417552.

1. Definitions and Interpretation

1.1 The following words are used throughout this Agreement and have the following meanings:

• Acceptable Use Policy describes how our services may be used;
• Account means an operational and/or segregated account, as relevant to the context, opened by us in your name or available for your use, at your request;
• Account Holder means, you, the recipient of the MuchBetter Business Account Services;
• Affiliates means any entity that directly or indirectly controls, is controlled by or is under common control with, MIR;
• APP (Authorised Push Payment) Fraud occurs when you are tricked or manipulated into sending money to a fraudster posing as a genuine payee;
• Applicable Law means all laws, regulations and requirements imposed in force from time to time that apply to the products and services described in this agreement or which apply to a Party to this Agreement, as the case may be;
• Business Day means any day on which banks in UK are generally open for business, other than weekends and local bank holidays in the United Kingdom;
• Chargeback occurs when a disputed transaction is refunded;
• Confirmation of Payee is a name-checking service operated by most UK banks, to check the name of the account holder matches the details of the sort code and account number entered, to provide assurance a payment is being sent to the intended recipient;
• Currency or Currencies means a currency listed as a “Currency” from time to time on our website at muchbetter.com/business-accounts/currencies;
• Effective Date means the date your Account is activated by us;
• Intellectual Property means intellectual property of any nature and the rights thereto, whether registered, registerable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, knowhow and any other intellectual property rights subsisting in computer software, computer programmes, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the “look-and-feel” of any websites, and in each case all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, in each case for their full term, together with any future rights and renewals or extensions;
• Large Corporation means a business that is not a consumer, micro-enterprise or charity as defined in the Payment Services Regulations 2018 (“PSR”) as updated from time to time;
• MBB or MuchBetter Business is the name under which MIR provides the Services;
• MBB FAQs are instructions and information published by us to help you use your Account;
• Operational Account means the account you use for your day-to-day business activities and transactions;
• Order Form means the document being part of this Agreement which sets out the description of the Services we will provide, together with the fees and terms on which those Services are supplied to you;
• Overdraft means a deficit on your account, caused by withdrawing more than the balance on your account;
• Platform means the infrastructure upon which the MuchBetter Business Account Services are built;
• Prohibited Activities are those activities and business types listed in our Acceptable Use Policy, for or related to which we do not permit you transact or use our services;
• Prohibited Jurisdiction is a country or jurisdiction in or to which we do not provide services and as may be referenced in our Acceptable Use Policy;
• Segregated Account is a segregated, safeguarded account for holding your customers money separate to the money in your operational Account and to which access is blocked to third-parties in order to safeguard the funds in it;
• Transactions are movement of money including payments into and out of your Accounts or exchange of currencies;
• UK GDPR means the United Kingdom General Data Protection Regulation, which became effective on the 1st January 2021 and sits alongside the Data Protection Act 2018, as may be updated from time to time;
• Website means muchbetter.com/business-accounts;
• You or your means you the Account Holder, the party to this Agreement, being a corporate non-retail customer operating an account with us for example a sole trader, a partnership, an incorporated company or an unincorporated association such as a club or society.

1.2 Headings in this Agreement are for reference only and do not affect its interpretation;

1.3 The words “such as”, “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. All nouns used in the Agreement shall be deemed to refer to both their singular and plural forms. This Agreement shall be deemed to be drafted equally by the Parties; therefore, this Agreement shall not be subject to any rule of construction or interpretation that requires the Agreement to be construed against the drafter.

2. Our Agreement with you

2.1 Our agreement with you consists of this Agreement, the Application Form you completed and any Schedules, notices and policies, such as our Privacy Policy and Acceptable Use Policy, which are applicable to the Services.

2.2 If there is any inconsistency between this Agreement and any of the Schedules, or Policies, the Schedule shall take precedence, followed by the Policy, followed by this Agreement.

2.3 This Agreement commences on the Effective Date and continues until terminated in accordance with this Agreement (the “Term”).

2.4 We will provide Services based on the information you or third-parties supply to us at the time of opening your Account and entering into this Agreement. We may from time-to-time request further or updated information, which you agree to provide, or assist us to acquire. Any failure to provide or give us permission to access information we require may result in suspension or deactivation of your account.

2.5 If necessary to provide our Services, we will share your information, or details of your use of our Services with our third-party service providers. See our Privacy Policy for further details on our use of personal information.

2.6 The person opening and operating your Account must have your authority to do so.

3. Services

3.1 MIR is a financial services operator providing MuchBetter Business Account Services (the “Services”) which include

• Operational Accounts
• Segregated Accounts
• Online Transactions;
• FX services
• Cross-jurisdictional and multi-currency payment services

3.2 The Services may be used only by you in the course of your business. You may not use an Account or our Services for your personal activities nor allow anyone else to use our Services through your Account.

3.3 You must be eligible to receive our Services, which we will assess by carrying out due diligence checks. To continue to receive our Services, we may require you to update this information from time to time. You agree we may share this information as necessary to enable us to comply with our obligations or provide the Services that you have applied for.

3.4 MIR does not warrant or guarantee that the Services will meet your needs or are compliant with legislation with which you must comply.

3.5 If we agree to open an Account for you, we may restrict the Services that we will offer.

3.6 We may restrict or limit the value of Transactions that you can perform on your Account. See our FAQs at muchbetter.com/business-accounts/faq for up-to-date information on transaction restrictions and limits.

3.7 You will notify us if any information provided to us during the Account opening process changes or becomes invalid.

3.8 We reserve the right to refuse to provide Services at our sole discretion. For example, we will not open an Account if you are a retail customer, a charity, your activity breaches our Acceptable Use Policy, or you are insolvent.

3.9 MIR is not a bank and your Account is not a bank account. Your funds will not earn interest nor are your funds protected by a depositor compensation scheme. We protect your money by keeping it separate from ours in a safeguarding account with one of our banking partners.

4. Fees and Charges

4.1 We will apply charges for the Services we provide to you in accordance with your Order Form(s). The Order Form forms part of this Agreement.

4.2 We may amend an Order Form and will provide at least 30 days’ advance notice of such intended amendment.

4.3 You will be liable for any fees or charges which may be applied by third parties, such as an intermediary or recipient financial institution, to a Transaction you make. Where possible, we will notify you in advance of such fees or charges, however it may not always be possible to do so. Such third-party fees and charges may not be listed on the Order Form.

4.4 You agree to pay on demand all amounts owed to us and any third parties involved in the provision of our Services to you.

4.5 We reserve the right to deduct any fees and charges applicable to the Services from the Operational Account to which they apply, or from the Operational Account you may nominate, or from an Operational Account in the currency of the transaction. If there is insufficient balance in an Operational Account to settle fees and charges due, we reserve the right to deduct such due fees and charges from any other Operational Account in your name held with us. In such cases, you and not we, shall be responsible for any exchange rate fluctuation. If deduction of fees or charges puts your Operational Account into negative balance, you agree to rectify promptly.

4.6 We may collect any costs, including internal costs, we incur as a result of claiming unpaid fees and charges from you.

4.7 Our fees and charges are exclusive of tax or any other liability, fine, penalty etc. imposed by a government authority or other third-party, and for which you will remain solely and entirely liable. You agree to indemnify us against any cost, loss or damage incurred by us as a result of your failure to discharge your applicable responsibilities.

5. Application of Monies – Operational Account

5.1 Subject to this Agreement, we agree to receive, process, payout and settle money to and from your Operational Account.

5.2 Money paid into your Operational Account is safeguarded in accordance with our regulatory obligations with one of our global banking partners. The equivalent value of e-money is credited to your Operational Account.

5.3 On occasions, we may need to limit the amount you can Transact through your Operational Account or the amount of currency exchange you can perform.

5.4 We may delay or suspend Transactions if we reasonable suspect illegal or fraudulent activity on your Operational Account, or where we have been obligated to do so by a legal or regulatory authority. Where we are able to do so, we shall notify you of the reasons for delay or suspension.

5.5 In the event that our due diligence obligations cannot be completed to our satisfaction, any monies received from you or on your behalf may be returned to the remitter at our sole and absolute discretion at any time. We, and our directors, officers and employees shall not be liable for such monies or losses arising from us sending money back and you indemnify all of the aforesaid in respect of lost interest and / or other sustained losses and / or any costs otherwise incurred through funds being returned to the remitter for whatever reason.

5.6 All funds in your Operational Account are placed in pooled accounts we hold with our banking partners. All transactions are settled to and from these pooled accounts. You do not have any rights to the funds in the pooled accounts, only to funds which are accessible to you in your Operational Account.

6. Currencies

6.1 You may nominate the Currency in which your Account is denominated (“Account Currency”) from a list of Currencies listed on our website.

6.2 If a payment is made into your Account in a currency other than the Account Currency, we reserve the right to convert incoming funds into your Account Currency, at the rate detailed in the Order Form (the “Currency Conversion Rate”), which is based on the prevailing exchange rate and includes a margin which will be retained by us. Any loss incurred on an incoming or outward payment as a result of a currency conversion will be borne solely by you.

6.3 You may also make a payment out of your Account in any of the Currencies in listed at muchbetter.com/business-accounts/currencies. Any currency exchange will be effected at the Currency Conversion Rate in accordance with your Order Form.

6.4 If any non-Account Currency Transaction is subject to a Chargeback, we will apply the prevailing rate of exchange applicable at the time of the Chargeback rather than at the time of the Transaction, to the Chargeback.

6.5 If any third-party conversion charges or fees are applied to your Transactions, you are responsible for settling them.

6.6 If a Transaction which has incurred a currency exchange is returned to your Account, the amount you receive back may be less than you sent, due to the currency exchange rates.

7. Account Operation

7.1 Subject to the Terms of this Agreement, we shall use reasonable endeavours to ensure access to your Account will always be available by electronic means.

7.2 You authorise us to treat any Transaction or operation on your Account, or communication, which we reasonably believe is made by you or otherwise notified to us as having been made by you, without further enquiry.

7.3 You authorise us to accept and act on your instructions, even if carrying out these instructions creates a debt on your account.

7.4 You may authorise people to operate your Account, such as employees (“Authorised Users”). However you, and not we, remain responsible for their actions and activities. Any instructions received on your account will be treated as instructions from Authorised Users.

7.5 We may at our sole and absolute discretion delay or refuse to act on any instruction (including instructions to pay out of an account) or accept a payment into an Account if we reasonably believe that:

• you did not give the instruction;
• we are unable to authenticate to our own satisfaction the source of the instruction;
• the instructions are unclear, incomplete or not in the required form;
• there is a security or other legal reason to do so;
• complying would be contrary to any law, regulation, code or other duty applicable to us;
• it would cause you to exceed any limit or restriction which applies to your account;
• doing so might expose us or our Affiliates to action or censure from any government, regulator or law enforcement agency;
• the instruction will breach our Acceptable Use Policy; or
• it is for a payment to or from, or you are trying to make a payment to a Prohibited Jurisdiction.

If we delay or refuse to make a payment, we will if possible notify you and give our reasons for doing so (unless a legal reason or certain other limited circumstances beyond our control prevents the provision of this information). You can also contact us to find out why we have delayed or refused to carry out your instruction. In the event that we exercise our discretion in the above circumstances, we shall not be liable for any loss, direct or indirect, arising as a consequence of us not making such a transfer from or accepting a payment into an account.

7.6 You will always retain a zero or credit balance on your Account and to pay funds into your Account immediately if the balance is negative. You may be liable for any costs we incur as a result of pursuing funds you owe to us and we may suspend or close your Account if you do not top up.

7.7 We may suspend or close your Account, if

• you breach these Terms;
• ownership or control of your Account is in dispute;
• you have consistently failed to pay us any fees or charges owed;
• there has been a material change in the beneficial ownership or management of your business
• we suspect you may be using your Account for illegal purposes or materially in breach of our Acceptable Use Policy
• you become no longer eligible for an Account
• we are obliged to do so by law or supervisory authority
• we do so in accordance with clause 17 of these Terms

7.8 You must ensure you enter correct details when processing a Transaction. We will not be responsible if you pay money to the wrong person, if we have processed the payment correctly. We will operate Confirmation of Payee to provide a level of security to your Transactions.

7.9 You must ensure you provide accurate information to any remitter to ensure you receive payments to your Account.

7.10 Refer to our MBB FAQs for details of how to correctly enter recipient details when making a payment and what information to provide to your remitter so funds reach your Account. This information might differ, dependent upon the Currency being sent or received.

7.11 If we make a mistake and send money to the wrong recipient on your behalf or we do not send it at all, where the mistake is our responsibility, we will refund the payment into your Account and we will refund any charges we have deducted.

7.12 If there is a delay in crediting money received into your Account, we will credit the amount to your Account as soon as possible. We will not however be responsible for any loss or damage whatsoever, of any nature, you suffer as a result of the delay no matter the reason for it.

7.13 If you are a victim of APP Fraud and eligible for protection or reimbursement, you must report your concerns to us soon as possible and in any event within 13 months.

7.14 You will operate your Account in a fair and proper manner, and in accordance with Applicable Law and with any industry obligations, standards and guidelines applicable to you.

7.15 You will only operate your Account for business and not personal purposes.

7.16 You are responsible for ensuring you utilise the Services lawfully, including not for any illegal purposes or Prohibited Activities or in breach of sanctions.

7.17 You will not take any steps to interfere with the technical operation of the Services, or to reproduce, transmit or resell the Services, or any part thereof.

7.18 We do not guarantee that our Service will be provided entirely error-free or uninterrupted however we will always use our best efforts to ensure they are available and fit for purpose.

8. Account Activity

8.1 Your Account activity will be detailed in your MuchBetter Business Portals which will be available to you via our Website or App.

8.2 You are solely responsible for reviewing and monitoring your Account activity.

8.3 We will promptly investigate any reported errors and use best endeavours to rectify them where we are able to do so. We will work with third parties as necessary to correct errors.

8.4 We will not be liable for any funds lost due to errors for which we are not responsible.

8.5 You must communicate any error on your Account to us in writing and within 13 months of becoming aware of it if you are not a Large Corporation or within 60 days if you are and you waive your right to make any claim if you do not do so.

8.6 You must notify us immediately you become aware of any incorrect payments made out of your Account so we can try and help you recover your money.

8.7 You must make us aware of money received into your Account which was not intended for you or to which you are not legitimately entitled. If you receive money you are not entitled to, we reserve the right to reverse the payment or freeze the funds, pending repayment.

9. Segregated Account

9.1 We may offer you a Segregated Account in which you may keep funds (Segregated Funds) belonging to your customers separate from your operational funds.

9.2 You agree you will provide us with any additional information and will agree to such other terms and conditions of use as may be required to lawfully open and operate the Segregated Account.

9.3 We are not responsible for ensuring your compliance with your obligations in your jurisdiction in respect of Segregated Funds.

9.4 We may hold Segregated Funds in a pooled account or, where specifically agreed with you, in a dedicated, named Segregated Account with one of our partner credit institutions (a “Dedicated Segregated Account”).

9.5 We will issue you with a Segregated Account Acknowledgement Letter or other documentation as may be legally required to evidence your Segregated Account, whether it is a Dedicated Segregated Account or otherwise.

9.6 We shall operate the Segregated Account in accordance with our legal and regulatory obligations, including transferring funds into the Segregated Account no later than one Business Day after the initial transfer has been deposited.

10. Inactive and Dormant Accounts

10.1 If you do not use or access your Operational Account for a continuous period of 180 days, the account will be deemed inactive, and we may apply an inactivity fee in accordance with the Order Form.

10.2 If you have insufficient balance in your Account to cover applicable monthly or inactivity fees, or if the account remains inactive with a zero balance for a period of twelve (12) consecutive months, we may, at our sole discretion, close the account.

10.3 Where prescribed by law, we may deliver dormant assets to the relevant government department in accordance with our legal obligations.

11. Account Security

11.1 You agree to keep your Account details secure at all times and not share them except with Authorised Users.

11.2 You will apply all reasonable security measures to your Account.

11.3 You will notify our Support Team immediately upon becoming aware of fraudulent or unauthorised activity on your Account.

11.4 We will freeze your Account upon becoming aware of a risk to security and will only reactivate it upon successful input of your reactivation information.

12. Disputes, Refunds & Chargeback

12.1 We have no liability whatsoever to you or any third-party for any Transaction made to or from your Account, which is disputed by a recipient or a payor of funds, except when we have made a mistake. You are and remain responsible for the cost of disputed Transactions

12.2 If a Transaction is reversed or refunded, any funds you received under that Transaction will be removed from your Account and returned to the party entitled to the Chargeback.

12.3 We may reverse a Transaction when

• we settled funds into your Account in error, or you are not entitled, lawfully or otherwise, to the funds
• you agree to refund a Transaction
• the Transaction is successfully reversed or invalidated by the remitter
• was made in connection with a fraudulent or unauthorised payment, or in breach of law, or any Terms applicable to your Account
• a third-party partner (such as a financial institution) has invalidated the Transaction
• a claim to a Financial Ombudsman or other regulator has been successful

12.4 You may challenge a reversal by contacting us in writing and providing relevant evidence of your right to the funds. We may share such information with third parties as appropriate to investigate your claims.

13. Representations and Warranties

13.1 You have the authority to enter into this Agreement and shall utilise, and shall ensure your officers and employees utilise, the Services in the manner provided for in this Agreement and in the Acceptable Use Policy.

13.2 You will adhere to and abide by the Terms of this Agreement.

13.3 You will ensure any information and data you provide to us is accurate and complete.

13.4 You will notify us promptly if there are any material changes to the information you provided to us at onboarding including entering into new industries, business activities or jurisdictions.

13.5 You will comply with all Applicable Law and industry standards in your use of the Services.

13.6 You will notify us if you become no longer eligible to receive Services under this Agreement.

13.7 You will not use the Services or allow them to be used in conjunction with any fraudulent, illegal or Prohibited Activities.

14. Data Protection

14.1 You recognise that we process personal data, including but not limited to those data of end-users, employees and suppliers, to facilitate provision of the Services.

14.2 We will be an independent Data Controller (as defined in the UK GDPR) when we process personal data for our own lawful purposes, such as complying with legal obligations by which we are bound.

14.3 We will be a Data Processor (as defined in the UK GDPR) when we process personal data to provide you with our Services

14.4 The Data Protection Addendum sets out our respective obligations.

14.5 For information on how we process personal data, this Agreement should be read in conjunction with our Privacy Policy.

14.6 You agree to comply with Applicable Law when processing personal data under the Terms of this Agreement.

14.7 You represent and warrant to us that, when you are a Data Controller you

• have obtained any necessary consents or have an appropriate lawful basis on which to share personal data and provided all notices required under applicable data protection laws;
• have in place appropriate technical and organisational measures, to ensure an appropriate level of security to protect against personal data breaches;
• will notify us without undue delay after becoming aware of a personal data breach which affects the personal data processed under this Agreement, and cooperate in good faith and assist us to comply with our obligations under relevant data protection laws in respect of any such personal data breach; and
• maintain complete and accurate records and information to demonstrate its compliance with any relevant data protection laws.

15. Intellectual Property

15.1 Our Intellectual Property rights relating to the Services and Platform shall vest in us and remain our exclusive property.

15.2 During the Term of this Agreement, we may grant you permission to use certain of our Intellectual Property, as agreed with us and as related to the Services we provide to you.

15.3 You will not adapt, amend, transfer, sub-licence (unless otherwise agreed in writing), or mis-use our Intellectual Property, mislead any third party as to the ownership of the Intellectual Property or otherwise do anything to adversely affect or impact our Intellectual Property.

15.4 MIR reserves the right to ask you to stop using its Intellectual Property at any time.

15.5 You agree we may use such logos and branding as you may supply to us to publicly and without restriction identify you as a recipient of our Services.

16. Technical Security

16.1 You must remain compliant with industry standards applicable to the business you operate and the Services you receive from us.

16.2 You are responsible for the security infrastructure of devices used to connect to the Platform. It is expected you will follow an industry-standard security framework or equivalent, to protect your environment for example, ISO 270001, PCI-DSS, NIST 2.0 or SOC2.

16.3 You agree to promptly provide us or our payment provider, with evidence of your compliance upon request. If you are unable to do so, we may initiate an audit or suspend or terminate your Account.

16.4 You will put and retain in place and retain in force during the Term a cyber security insurance policy

1. to insure against all cyber security incidents which may impact the Platform and Services and your use thereof,
2. in an insured amount sufficient to satisfy the maximum claim you may seek to recover in the event of any cyber security incident which impacts the Platform and Services; and
3. under which you will make a claim, in the event of a cyber security Incident.

MIR will not be liable to you for any loss or damage incurred as a result of a cyber security incident, whether or not you have taken out a cyber security insurance policy.

17. Term and Termination

17.1 This Agreement becomes effective on the Effective Date and will remain in place until terminated by you or us.

17.2 Either you or we may terminate this Agreement and close your Account by giving the other

• one month’s written notice if you are a Large Corporation, otherwise
• two months’ written notice.

17.3 We may end this Agreement and close your account with immediate effect if:

• you have breached any Applicable Law or Terms of this Agreement;
• you are, or are likely to become, subject to insolvency proceedings;
• you do anything likely to damage our reputation or cause us harm;
• we determine that you or your business poses an unacceptable (at our sole discretion) risk to us.
• you become subject to sanctions

17.4 Upon termination of this Agreement, you will be permitted to view your Account, but not otherwise utilise our Services and you will otherwise cease use of our Intellectual Property. You must within 7 days provide us with details of an account into which we may transfer any balances.

17.5 You will remain responsible for and agree to promptly settle any liabilities incurred as a result of your use of the Services.

18. Liability and Indemnity

18.1 You indemnify and keep indemnified MIR, its directors, officers, employees, agents, Affiliates and sub-contractors from and against any losses (including legal costs) which any of them suffers or incurs in relation to:

• your breach of this Agreement, including any breach of Applicable Law
• the negligent or wilful misconduct of your employees
• any fees, costs, charges, fines, chargeback or other financial liabilities you incur by your use of these Services

18.2 If you are a sole trader, you understand you personally may be responsible for financial obligations under this contract.

18.3 Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, liability under the indemnities provided in these Terms, or any other matter that cannot be excluded by law.

18.4 We are not liable to you for any

• indirect, special or consequential damages arising out of this Agreement
• loss of profits, business or goodwill howsoever arising
• funds from Transactions which have not been received by us
• loss or damage arising from fraudulent or illicit access to our Services, your Account or Data
• any loss or damage you suffer as a result of your failure to implement sufficiently robust technical security measures

18.5 We are not liable to you or others for

• your use of the Services in a manner not consistent with these Terms;
• the actions of any Authorised or unauthorised users of your Account;
• our actions when you have given us incorrect information;
• conduct or inaction of third parties
• any unauthorised access to servers, infrastructure, or Data used in connection with the Services;
• interruptions to or cessation of the Services, whether as a result of failure in connectivity or otherwise;
• any bugs, viruses, or other harmful code that may be transmitted to or through the Services;
• any errors, inaccuracies, omissions, or losses in or to any Data provided to us;

18.6 Subject to these Terms our aggregate liability to you under or arising out of this Agreement, whether in contract or tort (including negligence) statute or otherwise, is limited to the amount of Fees paid by you to us during the 90-day period immediately preceding the event that gave rise to the claim.

19. Audit

No more than once annually during the Term of this Agreement, and upon 30 days’ written notice from us (save where at the request of a government or regulatory authority), you will permit us or our duly authorised representatives access (a) during business hours to such premises in which your business trades and/or where your relevant records are located, or (b) to electronic copies of relevant data and records, to take and retain copies of all such relevant records, and you shall provide all reasonable cooperation in relation to such audit. Any external audit shall be at our own cost unless adverse findings are made, or the audit is undertaken at the specific request of a regulator or an authority, in which case you may be liable for any costs and charges incurred by us in respect of such audit.

20. Complaints

20.1 If you wish to make a complaint about the Services we provide, this is our Complaints Policy.

20.2 If you are still not satisfied after raising a complaint with us, you may, if eligible, contact the Financial Ombudsman Service by email to complaint.info@financial-ombudsman.org.uk.

20.3 If your complaint relates to our regulated services, you may make a complaint to the UK’s Financial Conduct Authority.

21. Dispute Resolution

21.1 Without prejudice to your or our rights, in the event of a dispute, or claim arising out of or under this Agreement, we shall in the first instance attempt in good faith to negotiate a solution.

21.2 If we fail to reach a settlement after 30 days following notification of the dispute or claim, we shall enter into an alternative dispute resolution procedure with the assistance of a mediator agreed between us. Any dispute not resolved may be finally referred to and resolved by the courts of England and Wales.

22. General Provisions

22.1 We will provide two months’ notice of any intention to change this Agreement. You have the right to opt out of accepting the changes during that notice period by closing your Account. If you do not close your Account during the notice period, the changes we make will take effect.

22.2 Any notices provided under this Agreement may be sent directly to your registered email address or posted on our Website or as an App notification.

22.3 You shall not be permitted to assign, transfer, delegate subcontract or otherwise deal with the rights and obligations granted by this Agreement without our specific written approval.

22.4 We may, upon one months’ notice to you assign, novate, mortgage, charge, or deal in any manner with any or all of the rights and obligations we have under this Agreement.

22.5 We retain a right of set-off in respect of amounts for which you are liable under this Agreement.

22.6 If you are a Large Corporation, you will not have a right of complaint to the UK Financial Ombudsman service. Furthermore, the provisions of Part 6 of the PSR or regulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92 and 94 of the PSR will not apply to this Agreement.

22.7 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provisions of this Agreement.

22.8 This Agreement, including the Application Form, all Schedules, Terms and other documents referred to herein represents the entire agreement between us in relation to its subject matter. You acknowledge you have entered into this Agreement in reliance only on the representations, warranties, promises and Terms contained in this Agreement and, save as expressly set out in this Agreement, we shall not have any liability in respect of any other representation or warranty.

22.9 This Agreement is governed by the law of England and the English courts of shall have exclusive jurisdiction to settle any dispute or claim arising from it.

22.10 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.