Legal documentation

Payment policy terms and conditions

1. Introduction and scope

1.1Expedez Financial Services Ltd is a company incorporated in England and Wales with company number 11350027, whose registered office is at Millbank Tower, 21-24 Millbank, London SW1P 1QP, UK (“Expedez”).
1.2Expedez is registered with the Financial Conduct Authority as a small payment institution with firm reference number 824379. Please note that Expedez is not part of the Financial Services Compensation Scheme.
1.3Capitalised but undefined terms used in this clause 1 shall have the meaning given to them in clause 2.
1.4Purpose of these terms
1.5Additional terms
These Terms may refer to other terms and conditions between you and Expedez, including but not limited to the Privacy Policy and the Cookie Policy, which apply to your use of the Platform and/or the Services.
1.6Changes to the agreement
1. 1.6.1Expedez reserves the right to change all or any part of this Agreement (including these Terms or any terms incorporated by reference) from time to time.
2. 1.6.2The amendments to the Agreement will either be posted to the Platform, or notified to you.
3. 1.6.3The amended Agreement shall be effective immediately upon posting on the Platform or where Expedez notifies you, as stated in the notice.
4. 1.6.4Your use of the Platform and any Services will be subject to the most current version of the Agreement at the time of such use. By continuing to use the Platform and/or the Services after any changes to the Agreement take effect, you agree to be bound by the amended Agreement. However, for the avoidance of doubt, unless the Agreement states otherwise, any amendment made to it shall not apply to any Payment Orders that have already been issued and/or any Services for which Expedez has already received payment.
1.7Violation of the agreement
1. 1.7.1If you violate any provision of the Agreement, Expedez may terminate the Agreement or your Virtual Account, suspend your use of the Platform, Virtual Account and/or Services, bar you from future use of the Platform and/or take appropriate legal action against you.
2. 1.7.2Your attention is particularly drawn to clauses 9 (Limitation of liability), 10 (Suspension of Services), 11 (Termination) and 14.1 (Force majeure).
1.8Expedez may transfer the agreement to someone else.
Expedez may transfer our rights and obligations under the Agreement to another organisation. Expedez will inform you in writing should this happen, and will ensure that the transfer will not affect your rights under the Agreement.

2. Definitions and interpretation

2.1Definitions
1. 2.1.1"Agreement": the agreement between Expedez and the End Customer, comprised of these Terms and any other applicable terms and conditions from time to time;
2. 2.1.2"Applicable Laws": all applicable laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals from time to time in force including, but not limited to, the Bribery Act 2010 and the Modern Slavery Act 2015;
3. 2.1.3"Applicant": any Qualifying Person requesting to open a Virtual Account and who becomes a Virtual Account Holder following Expedez’s successful processing and approval of such request;
4. 2.1.4"Business Day": a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
5. 2.1.5"Complaints Policy": Expedez’s complaints policy, which can be found here;
6. 2.1.6"Cookie Policy": Expedez’s cookies policy, which can be found here;
7. 2.1.7"Data Protection Legislation": all applicable data protection and privacy laws relating to the processing of personal data and the privacy of electronic communications, including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) – in each case, as amended, supplemented or replaced from time to time;
8. 2.1.8"End Customer": any Qualifying Person to whom the Services are provided;
9. 2.1.9"Force Majeure Event": any circumstance not within Expedez’s reasonable control including: (a) acts of God, abnormally inclement weather, flood, drought, lightning, storm, earthquake or other natural disaster; (b) epidemic, pandemic or infectious disease; (c) terrorist attack, civil war, civil commotion or riots, crowd disorder, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government, public authority, court, competent national authority or governing body, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, subsidence, structural damage, fire, explosion or accident; (g) death of a member of the British royal family; and (h) any labour or trade dispute, strikes, industrial action or lockouts;
10. 2.1.10"Payee": a person who is the intended recipient of funds which have been the subject of a Payment Transaction, who, for the avoidance of doubt, can be the Virtual Account Holder or a third party;
11. 2.1.11"Payer": a person who gives instructions to transfer funds from or to the Virtual Account, who, for the avoidance of doubt, can be the Virtual Account Holder (who gave a Payment Order) or a third party;
12. 2.1.12"Payment Order": an instruction given by a Virtual Account Holder to Expedez in accordance with the Agreement requesting the execution of a Payment Transaction, but excluding any customised plan or procedures agreed prior between the Virtual Account Holder and Expedez;
13. 2.1.13"Payment Transaction": an act of transferring or withdrawing funds from or to the Virtual Account, irrespective of any underlying obligations between the Payer and the Payee;
14. 2.1.14"Platform": the websites at expedez.com and expedez.net, through which Expedez provides the Services to Virtual Account Holders;
15. 2.1.15"Privacy Policy": Expedez’s privacy policy, which can be found here;
16. 2.1.16"Qualifying Person": any person that meets the conditions set out in clause 3.1.1(a);
17. 2.1.17"Remittance Notification": the notification (in writing or over-the-phone) confirming the remittance of payment from the Virtual Account, as sent by Expedez (which may include, if applicable, updating the status on the Virtual Account);
18. 2.1.18"Services": services provided by Expedez under the Agreement, including but not limited to the opening of a Virtual Account and the execution of Payment Transactions pursuant to any Payment Order;
19. 2.1.19"TAN": a transaction authentication number, being a one-time code used to authorise Payment Transactions;
20. 2.1.20"Terms": these payment services terms and conditions;
21. 2.1.21"UK GDPR": has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;
22. 2.1.22“Virtual Account”: a virtual international bank account number (IBAN) account opened on behalf of the End Customer by Expedez with an Expedez banking partner in order to:
  1. (a)record:
    1. (i)incoming and outgoing Payment Transactions;
    2. (ii)the fees owed by the Virtual Account Holder to Expedez; and
    3. (iii)any chargebacks related to any Payment Transactions; and
  2. (b)settle the aforementioned amounts on the date of their recording in order to produce a net balance;
23. 2.1.23“Virtual Account Credit”: any amount available as credit on a Virtual Account that may be applied from time to time by Expedez to the execution of Payment Transactions after taking into account any pending Payment Transactions, blocked fund amounts and any fees owed to Expedez;
24. 2.1.24“Virtual Account Holder”: any Qualifying Person with a Virtual Account which enables them to send and/or receive payments; and
25. 2.1.25“You/your”: the End Customer.
2.2Interpretation
1. 2.2.1Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
2. 2.2.2A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
3. 2.2.3Any obligation on a person not to do something includes an obligation not to allow that thing to be done.
4. 2.2.4Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
5. 2.2.5References to clauses are to the clauses of these Terms.
6. 2.2.6Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. The end customer

3.1In order to use the Platform and/or Services:
1. 3.1.1you warrant and represent that:
  1. (a)you are either:
    1. (i)a natural person resident in the UK or the EEA (“Natural Person”); or
    2. (ii)a business, sole proprietorship or non-profit organisation with an establishment in the UK or the EEA (a “Non-Natural Person”);
  2. (b)if you are a Natural Person:
    1. (i)you are at least 16 years old; and
    2. (ii)you have capacity to enter into the Agreement;
  3. (c)if you are a Non-Natural Person:
    1. (i)you have appointed a representative or representatives who is/are authorised to act on your behalf in connection with the performance of this Agreement (“Authorised Representatives”). For the avoidance of doubt, you shall remain responsible for the acts and omissions of any such Authorised Representatives as if they were your acts and omissions;
    2. (ii)your Authorised Representatives:
      1. (A)are authorised to initiate any Payment Order; and
      2. (B)will act in accordance with the Agreement;
2. 3.1.2 you agree:
  1. (a)that all information you provide to Expedez is true and accurate. If you are subsequently found to be in breach of this clause 3.1.2(a), Expedez shall be entitled to limit or suspend your use of the Platform and/or Services, and/or terminate the Agreement;
  2. (b)to cooperate with Expedez in all matters relating to the Services, and comply with all reasonable requests and instructions from time to time from Expedez, including in regard to any administrative formalities reasonably required from time to time under the Agreement;
  3. (c)to be bound by these Terms; and
  4. (d)to comply with all Applicable Laws.
3. 3.1.3you acknowledge and accept that:
  1. (a)Expedez merely enables the processing of payments as a limited service provider, solely providing Services that facilitate any Payment Transaction between you and a third party;
  2. (b)The enforcement of any contractual rights or obligations underlying any Payment Transaction is solely the responsibility of you and the Payee/Payer;
  3. (c)The Platform, the Services, software, confidential information and any other technology or materials provided by Expedez to the Virtual Account Holders are provided on an “as-is” basis and without warranty of any kind. Expedez does not warrant or represent that the use of the Platform and/or Services will be uninterrupted or error-free;
  4. (d)You use the Platform and/or Services at your own risk;
  5. (e)Any personal data provided is provided for the purposes of identification, fraud prevention, and enforcement of the Agreement; and
  6. (f)Expedez does not provide any investment, trading, financial, tax, legal, or any other kind of advice.

4. The services

4.1Opening a Virtual Account
1. (4.1.1)The Applicant shall provide the following information (“Verification Information”) to Expedez in its application to open a Virtual Account (the “Application”):
  1. (a)if the Applicant is a Natural Person:
    1. (i)a copy of a valid, legible form of identity, deemed acceptable by Expedez, such as a national identity card or passport; and
    2. (ii)a proof of address dated within the three (3) months of the Application, such as a bill from a utility company, landline telephone operator or ADSL/cable TV provider, a tax payment receipt, or a rent receipt including the lessor’s full details
  2. (b)if the Applicant is a Non-Natural Person:
    1. (i)a description of the business;
    2. (ii)the rationale for opening a Virtual Account via Expedez;
    3. (iii)a description of the funds expected to flow in and out of the Virtual Account;
    4. (iv)if the Applicant is a company, copies of the following, certified as true copies by the managing partner of the Applicant or any natural person holding an equivalent position:
      1. (A)certificate of incorporation;
      2. (B)certificate of incorporation on change of company name (if any);
      3. (C)memorandum of association;
      4. (D)articles of association;
      5. (E)register of directors; and
      6. (F)register of members;
    5. (v)if the Applicant is not a company, similar and/or equivalent documents detailed in clause 4.1.1(b)(iv);
    6. (vi)the forms of Verification Information set out in clauses 4.1.1(a)(i) and 4.1.1(a)(ii) relating to the authorised representative who has entered into the Agreement on behalf of the Applicant; and
    7. (vii)the list of any persons owning directly or indirectly [10% or more OR more than 25%] of the Applicant’s capital.
  3. 4.1.2For more information on how any personal data you provide will be processed, please see the Privacy Policy.
  4. 4.1.3Upon receipt of the requisite Verification Information the Applicant, Expedez will review the Application and reserves its right to request additional information and/or documents as deemed necessary.
  5. 4.1.4Expedez may refuse to open a Virtual Account for any or no reason. The acceptance or refusal of any Application will be notified to the Applicant via email (using the email address provided by the Applicant in the Application).
4.2Using the Virtual Account
1. 4.2.1Once the Virtual Account has been opened:
  1. (a)the Applicant automatically becomes a Virtual Account Holder and will be provided with personal login credentials to access the information of their Virtual Account on the Platform. It is the Virtual Account Holder’s responsibility to take all reasonable steps to retain the said login credentials safe; and
  2. (b)the Virtual Account Holder may:
    1. (i)pay money into its Virtual Account by bank transfer; and
    2. (ii)transfer the monies in the Virtual Account, to third-party virtual accounts.
2. 4.2.2The Payment Transactions detailed in clauses 4.2.1(b)(i) and 4.2.1(b)(ii) are considered indissociable.
3. 4.2.3Each Virtual Account Holder shall only be allowed to hold only one (1) Virtual Account through Expedez.
4. 4.2.4Virtual Account Holders shall use their Virtual Accounts for lawful and honest purposes and shall not use their Virtual Accounts:
  1. (a)contrary to any restriction stated in this Agreement; or
  2. (b)in connection with any unlawful purpose whatsoever, including but not limited to fraud or terrorism.
4.3Payment Orders
1. 4.3.1Virtual Account Holders may instruct Expedez to carry out Payment Transactions from their Virtual Account to a third party in the form of a Payment Order on the Platform.
2. 4.3.2Each Payment Order must include the following information:
  1. (a)the amount in euros (€);
  2. (b)the full name of the intended Payee, including the forename and surname if the intended Payee is a Natural Person; and
  3. (c)the Virtual Account number of the intended Payee, to which the funds are to be remitted.
3. 4.3.3Expedez shall not be held liable if the payment details in the Payment Order are incorrect or not up to date.
4. 4.3.4The Virtual Account Holders shall login to their Virtual Account using the credentials provided by Expedez to make the Payment Order and authorise any outgoing Payment Transaction.
5. 4.3.5The request for authorisation will be prompted by the receipt of a TAN via text message to the mobile phone number provided by the Virtual Account Holder from time to time. The TAN will need to be entered into the payment page on the Platform to initiate and authorise the Payment Transaction.
6. 4.3.6The registered mobile phone number can be amended at the Virtual Account Holder’s request from time to time. However, evidence of ownership of the replacement mobile number will need to be provided to Expedez.
7. 4.3.7Expedez shall execute any Payment Order, provided that the Virtual Account Credit is equivalent to or greater than the sum of the total transfer amount and Service fees for Expedez (together, the “Minimum Amount”). Should the Virtual Account Credit fall short of the Minimum Amount, the relevant Payment Order will automatically be refused.
8. 4.3.8For the avoidance of doubt, the available Virtual Account Credit corresponds to the net balance of the Virtual Account, excluding any blocked Virtual Account Credit, outstanding Payment Transactions and fees owed to Expedez.
9. 4.3.9Irrevocability of a Payment Order: [Once the TAN has been entered by the Virtual Account Holder, a Payment Order is considered issued effectively, at which point it becomes irrevocable. The Virtual Account Holder would not be able to cancel the Payment Order. OR Virtual Account Holders are permitted to cancel any authorised Payment Transaction within a reasonable time from its execution but Expedez does not guarantee that the cancellation will take effect. Each cancellation shall be individually assessed.]
4.4Processing Payment Transactions
1. 4.4.1Execution times: Expedez shall use reasonable endeavours to meet the following execution times for processing Payment Transactions, but any such execution times shall be estimates only and time for performance by Expedez shall not be of the essence of this Agreement:
  1. (a) if it is intended for a credit institution located in the UK or the EU: a Payment Transaction initiated on a given Business Day will be executed by Expedez no later than the following Business Day.
  2. (b)if it is intended for another Virtual Account: a Payment Transaction initiated on a given Business Day will be executed by Expedez on the same day.
2. 4.4.2Expedez may ask Virtual Account Holders for additional information and/or documentation (“Request for Further Information”) before processing a Payment Transaction.
3. 4.4.3Virtual Account Holders will be given twenty-four (24) hours to acknowledge such request and a further twenty-four (24) hours to provide the requested information and/or documentation.
4. 4.4.4Payment Transactions shall be executed upon receipt of information and/or documentation from the Virtual Account Holders that meet the satisfaction of Expedez.
5. 4.4.5Failure to answer forty-eight (48) hours after the Request for Further Information has been made will result in the Payment Transaction being rejected by Expedez.
6. 4.4.6Expedez reserves its rights to reject any Payment Transaction further to its review.
7. 4.4.7You acknowledge and accept that Expedez is only authorised to operate as a payment institution in a restricted number of countries. The list of prohibited countries may change from time to time. Any incoming or outgoing Payment Transaction from or to any country not featured in the aforementioned list will be automatically rejected.
8. 4.4.8In any case, Expedez shall not be held liable for any expense, damage, claim, costs, loss or equivalent, resulting from the rejection of a Payment Transaction.
4.5Reporting
1. 4.5.1Virtual Account Holders may, using their personal login credentials, consult their Virtual Account statements on the Platform.
2. 4.5.2The Virtual Account statements are updated in real time and display all incoming and outgoing Payment Transactions.
3. 4.5.3Expedez will keep all records and documents relating to the Payment Transactions carried out on an electronic archiving medium for the statutory time limits OR for three (3) years from the end of the calendar year of the payment.
4.6Inactive Virtual Accounts
1. 4.6.1A Virtual Account will be deemed inactive or dormant if there is no activity over a period of one hundred and eighty (180) consecutive days.
2. 4.6.2Expedez shall provide an inactive or dormant Virtual Account Holder one hundred and eighty (180) days’ notice of the impending closure of the Virtual Account by email to the address provided by said Virtual Account Holder from time to time.
3. 4.6.3The notice mentioned in clause 4.6.2 shall detail the amount available in the inactive or dormant Virtual Account and the proposed method of refund of the said amount.
4. 4.6.4The inactive or dormant Virtual Account Holder shall be entitled to request an earlier date of closure of the Virtual Account until the end of the notice period.
5. 4.6.5Once the notice period ends, but subject to any objections raised by the relevant Virtual Account Holder, Expedez shall close the Virtual Account.

5. Security and financial crime prevention

5.1Notification Obligation
It is the Virtual Account Holder’s duty to inform Expedez without undue delay of any suspected fraudulent access or use of their Virtual Account, or any event that is likely to result in such use, including but not limited to: loss, accidental disclosure or hacking of their Virtual Account login details or an unauthorised Payment Transaction.
5.2Disruption to Services
1. 5.2.1Expedez shall endeavour to provide a reliable, and continuous service. However, Expedez does not guarantee such continuous, uninterrupted access to the Platform and/or Services and shall not be held liable for any delay, total or partial inaccessibility, or other inconvenience related to the Services (including any delays in the processing of Payment Transactions) if such disruptions were caused by factors beyond Expedez’s reasonable control, such as delays in the banking system.
2. 5.2.2Virtual Account Holders are hereby informed that Expedez may interrupt access to all or part of the Platform and/or Services from time to time:
  1. (a)in order to carry out repairs, maintenance, or improvements;
  2. (b)in the event of a suspected hacking attempt, embezzlement, or any other security risk; and/or
  3. (c)upon request or instructions from competent, qualified individuals or authorities.
3. 5.2.3Expedez shall not be liable for any indirect, consequential, or special losses, damages, or equivalent, whether directly or indirectly caused by the interruption of access to the Platform and/or Services.
4. 5.2.4As soon as normal access to the Platform and/or Services is restored, Expedez shall use reasonable endeavours to process all pending Payment Transactions in a timely manner.
5. 5.2.5Expedez shall not, under any circumstances, be held liable for indirect losses or damages, such as commercial harm, loss of customers, commercial disruption, loss of profit, or damage to brand image suffered by a Virtual Account Holder or third party, that may have resulted in connection with the Services. Any action brought against a Virtual Account Holder by a third party will be treated as indirect damage and therefore will not entitle the Virtual Account Holder to compensation.
5.3Protection of End Customer funds
1. 5.3.1At the end of each Business Day, Expedez shall deposit the Virtual Account Credit of each Virtual Account in a holding IBAN opened with Expedez’s banking partners.
2. 5.3.2Expedez’s safeguarding policy and details of the ring-fencing mechanism of the said accounts shall be provided to Virtual Account Holders upon request.
3. 5.3.3All Virtual Accounts are issued together with a separate safeguarding account (the “Safeguarding Account”). All funds sent to the Virtual Accounts are automatically sent to the Safeguarding Account.
4. 5.3.4Virtual Account Holders funds are safeguarded and protected against any claims from creditors of Expedez, including claims in connection with any enforcement and insolvency proceedings.
5. 5.3.5The shareholders of Expedez have established a liquidity facility to protect against the risk of End Customer funds not being safeguarded. For more information about this, please contact Expedez.
5.4Financial crime prevention
1. 5.4.1As part of its financial crime prevention measures, Expedez carries out checks on payments in and out of Virtual Accounts. This may include, but is not limited to:
  1. (a)Investigating and intercepting payments into and out of the Virtual Accounts;
  2. (b)Investigating or otherwise carrying out checks on the identity of the intended Payer or Payee and their connected persons;
  3. (c)Investigating the source of funds; and
  4. (d)Making enquiries to establish whether or not a person relevant to the Payment Transaction is subject to any embargoes or sanctions.
2. 5.4.2Carrying out the verifications mentioned in clause 5.4.1 may delay the processing of Payment Orders or the receipt of cleared funds, but where practicable and permitted by law, Expedez will advise you of the reasons for any delay and the likely length of such delay.
3. 5.4.3Expedez may decline to process a Payment Transaction into or from a Virtual Account, where it is reasonably believed that such Payment Transaction is unlawful.
4. 5.4.4Where a payment is made into a Virtual Account, and Expedez, its banking partners, or the paying bank know or suspect that it was made fraudulently or in connection with fraudulent activities, Expedez may:
  1. (a)Refuse to process the relevant Payment Transaction, including rejecting a Payment Order by the Virtual Account Holder; and/or
  2. (b)Reverse the Payment Transaction without notifying the Virtual Account Holder, and return the underlying monies to the sender, relevant banking partner, or paying bank.
5. 5.4.5Without prejudice to the provisions of clause 9, Expedez shall not be liable for any loss, expense, costs, damage, or other liability suffered as a result of any delay to, or rejection of, the processing of a Payment Transaction further to the execution of the fraud prevention measures set out above or as a result of the return of any monies known or suspected to have been paid in a Virtual Account fraudulently or in connection with fraudulent activities.

6. Fees

6.1In consideration of the Services, Expedez will receive remuneration, the amount and conditions of which are indicated on the application form for Services. The fees indicated shall be exclusive of any VAT.
6.2Expedez shall deduct its charges and transfer fees prior to each payment being sent to the Payee.
6.3Expedez may amend the prices. Any such amendment shall take effect two (2) months after notification to the End Customer.
6.4Any agreement between Expedez and the End Customer in the form of a fee letter or other similar documentation regarding the fees shall prevail over any pricing set out on the Platform.

7. Confidentiality

7.1Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 7.2.
7.2Each party may disclose the other party’s confidential information:
1. 7.2.1To its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this clause 7; and
2. 7.2.2As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
7.3No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

8. Data protection

8.1For the purposes of this clause 8, the term “personal data” and “processing” shall have the meaning given to them in the UK GDPR.
8.2Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Legislation.
8.3Please read the Privacy Policy carefully to understand how Expedez collects and processes the personal data you provide, as well as your rights in relation to the personal data.
8.4You accept and acknowledge the contents of the Privacy Policy, which are hereby incorporated into the Agreement.
8.5The End Customer consents to (and shall procure all required consents from its personnel, representatives, and agents, in respect of) all actions taken by Expedez in connection with the processing of the personal data, provided these are in compliance with the then-current version of the Privacy Policy. In the event of any inconsistency or conflict between the provisions of the Privacy Policy and these Terms (or any other part of the Agreement), the Privacy Policy will take precedence.
8.6Without prejudice to clause 8.2, the End Customer will ensure that all necessary appropriate consents and notices are in place to enable lawful collection of the personal data by Expedez for the duration and purposes of the Agreement.

9. Limitation of liability

9.1Subject to clause 9.6, in the event that Expedez is in breach of its obligations (under these Terms or otherwise), Expedez shall only be responsible for such loss or damage suffered by you which was reasonably foreseeable as a result of the breach. Expedez shall not be responsible for any loss or damage that is not reasonably foreseeable or contemplated at the time you entered into a contract pursuant to these Terms.
9.2Subject to clause 9.6, Expedez is not liable for any business losses and Expedez will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
9.3Subject to clause 9.6, in any event, to the maximum extent permitted by law, Expedez hereby excludes any liability for loss, damage, or injury to you and/or your property, including any indirect or consequential loss or damage, including loss of enjoyment or travel or accommodation costs, regardless of whether the loss or damage:
1. 9.3.1would arise in the ordinary course of events;
2. 9.3.2is reasonably foreseeable; or
3. 9.3.3is in the contemplation of the parties, or otherwise.
9.4Expedez shall not be liable for any losses, damages, costs, expenses, or other claims for compensation that you may suffer arising out of or relating to:
1. 9.4.1hacking, tampering, or other unauthorized access to your Virtual Account or personal data;
2. 9.4.2unauthorized access to servers or infrastructure;
3. 9.4.3service interruptions or stoppages;
4. 9.4.4viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful that may be transmitted to or through the Platform or Services;
5. 9.4.5errors, inaccuracies, omissions, or losses in, or to, any personal data; or
6. 9.4.6your failure to use or implement anti-fraud or data security measures, such as virus protection software.
9.5Expedez provides the Services on an “as-available” basis. Except as expressly and specifically provided in this Agreement, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
9.6Notwithstanding any provision in these Terms, Expedez does not seek to exclude or limit its liability for:
1. 9.6.1fraud or fraudulent misrepresentation;
2. 9.6.2death or personal injury caused by Expedez’s negligence or the negligence of any of its officers, employees, or agents; or
3. 9.6.3any other matter for which it is not possible to exclude or limit liability by Applicable Laws (including your statutory rights and rights as a consumer).
9.7Expedez’s total aggregate liability to you in respect of any loss or damage suffered and arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise shall not exceed a sum equal to the fees paid by the End Customer to Expedez in the year prior to such act(s) or omission(s).

10. Suspension of services

10.1Expedez may at any time, and with immediate effect, suspend your access to the Platform and/or the provision of any or all Services to you in the following circumstances:
1. 10.1.1You breach this Agreement or any other agreement with Expedez;
2. 10.1.2You are in violation of any Applicable Laws;
3. 10.1.3Expedez is required by law to do so;
4. 10.1.4In the reasonable opinion of Expedez:
  1. (a)Its provision of access to the Platform and/or Services would be in contravention of any Applicable Laws;
  2. (b)There is a risk to the security of the Virtual Account Holder;
  3. (c)You engage in business practices or activities that are deemed unacceptable by Expedez at its own discretion;
  4. (d)You contravene standards of public decency;
  5. (e)You threaten any employees, representatives, or agents of Expedez;
  6. (f)Your use of the Services:
    1. (i)Is, or may be, harmful to Expedez or any third party;
    2. (ii)Is, or may be, in connection with fraud, money laundering, financing of terrorism, bribery, corruption, or other crime;
    3. (iii)Facilitates any unlawful activities;
5. 10.1.5You delay, or fail to complete, the customer identity verification process, including by providing Expedez with inaccurate, expired, or incomplete information, or responding in an untimely manner; or
6. 10.1.6Your inability to fulfill your payment obligations.
10.2Any decision made by Expedez under clause 10.1 will be notified to the Virtual Account Holder in writing.
10.3Any Virtual Account and/or provision of Services suspended pursuant to clause 10.1 may at any time be reactivated at Expedez’s discretion.

11. Term

11.1This Agreement comes into effect for an indefinite period of time upon acceptance by the End Customer. For the avoidance of doubt, acceptance of the Agreement by the End Customer occurs on the earlier of the Virtual Account Holder:
1. 11.1.1Being onboarded by Expedez following successful identity verification or other security checks in accordance with clause 4.1.1; or
2. 11.1.2Beginning to use the Services.
11.2If the End Customer is a Natural Person and uses the Services for non-commercial purposes, they shall be classified as consumers. Consumers are entitled to the protections under the Consumer Rights Act 2015 (as amended from time to time). End Customers who are so classified shall be referred to as “Consumer End Customers”.
11.3For the avoidance of doubt, the following categories of End Customers are excluded from the definition of “consumers”:
1. 11.3.1Non-Natural Persons; and
2. 11.3.2Natural Persons, who use the Services for commercial, business, or professional purposes.
11.4Consumers benefit from a cooling-off period of fourteen (14) calendar days starting from the day of acceptance of this Agreement, to withdraw from this Agreement.
11.5The right to withdraw can be exercised without charge or penalty, and without providing any justification to Expedez.
11.6Should the Consumer End Customer wish to exercise their right under clause 11.4, they shall provide the notice of withdrawal to Expedez by email before the end of the fourteen (14) day window.
11.7Unless expressly requested otherwise by the Consumer End Customer, the Services to be provided by Expedez under the Agreement shall not start until the end of the cool-off period.
11.8The Virtual Account Holder acknowledges and accepts that any Payment Order sent to Expedez prior to the expiration of the cooling-off period constitutes an express request to opt out the cooling-off period and therefore, a waiver of the right of withdrawal and any protection attached thereto.
11.9In the absence of any request for withdrawal during the cooling-off period, the Agreement shall continue until terminated by the End Customer or Expedez in accordance with clause 12.

12. Termination

12.1Termination by you
You may terminate the Agreement on giving not less than one (1) month’s written notice to Expedez via email. Termination will at all times be subject to the settlement of any pending Payment Transactions and payment of any outstanding fees to Expedez. Where any pending Payment Transaction is intended to result in a transfer of funds from the Virtual Account to a Payee, you must ensure that the Virtual Account holds sufficient Virtual Account Credit to enable the completion of any such pending Payment Transactions.
12.2Termination by Expedez
1. 12.2.1Expedez may terminate the Agreement on one month notice with immediate effect on written notice to you for any or no reason. Should there be a reason for Expedez to terminate the Agreement, such reason may include but is not limited to:
  1. (a)any change in Applicable Laws that may affect the ability of Expedez or its authorised representatives to carry out the Services;
  2. (b)the occurrence of any of the events listed in the clauses 10.1.1 to 10.1.6;
  3. (c)any event or issue underlying any suspension of Services imposed by Expedez pursuant to clause 10.1, remains unresolved and results in the suspension being in place for a period of thirty (30) days or more; and
  4. (d)you committing fraud, or acting in any manner, which in the opinion of Expedez, brings or is likely to bring Expedez into disrepute or is likely to be materially adverse to the interests of Expedez.
12.3Termination by either party
1. 12.3.1Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
  1. (a)the other party commits a material or persistent breach of any term of this Agreement, which is incapable of remedy or which it fails to remedy within seven (7) days of written notice from the other party; and/or
  2. (b)the other party becomes insolvent, has appointed a receiver, administrative receiver or administrator of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, or is the subject of a resolution passed for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction).

13. Effects of termination

13.1On termination of the Agreement for whatever reason:
1. 13.1.1the Virtual Account will be permanently suspended from use by the End Customer until it is permanently closed;
2. 13.1.2any Virtual Account Credit remaining on the Virtual Account, subject to any outstanding Payment Transactions, possible receivables, rejections or objections, will be credited to your bank account according to your instructions;
3. 13.1.3you will no longer be able to send Payment Orders to Expedez;
4. 13.1.4unless expressly agreed by Expedez, you are not permitted to open, or procure the opening of, another Virtual Account with Expedez. Any Virtual Account found to have been opened in violation of this clause 13.1.4 will be closed immediately without notice;
5. 13.1.5any sums you owe to Expedez that are outstanding and to be accounted for under this Agreement shall become due immediately;
6. 13.1.6the accrued rights, remedies, obligations and liabilities of the parties as at termination will not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination; and
7. 13.1.7clauses which expressly or by implication have effect after termination will continue in full force and effect.
13.2Expedez may maintain the Virtual Account for a period of fifteen (15) months after the effective date of termination of the Agreement for the purpose of dealing with possible subsequent disputes and complaints.
13.3For the avoidance of doubt, Payment Transactions initiated before the effective date of termination will remain unaffected.

14. Survival

14.1On termination or expiry of the Agreement, the following clauses in these Terms shall continue in force: clause 2 (Definitions and Interpretation), clause 7 (Confidentiality), clause 9 (Limitation of Liability), clause 13 (Consequences of Termination), clause 16 (Severability), clause 19 (Waiver), clause 23 (Governing Law) and clause 24 (Jurisdiction).
14.2Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

15. Force majeure

Expedez shall not be liable for any loss (including indirect or consequential loss), damage, cost, expense or other claim for compensation arising as a direct or indirect result of breach or non-performance of the Agreement due to a Force Majeure Event.

16. Severability

Should any provision or part-provision of the Agreement be declared void, invalid, ineffective, illegal or unenforceable by any competent court, regulator or authority, the remainder of the Agreement shall remain in effect as if such void, invalid, ineffective, illegal or unenforceable provision(s) or part-provision(s) had not been included.

17. Entire agreement

The Agreement constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. No party shall have any claim or remedy in respect of any statement, representation, warranty or undertaking, made by or on behalf of any other party in relation to the Agreement which is not already set out in the Agreement.

18. No partnership or agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

19. Waiver

Any waiver by either party of a breach of any provision of the Agreement will not be considered a waiver of any subsequent breach of the same or any other provision.

20. Third party rights

Any person not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999, with the exception of any company within Expedez’s group of companies.

21. Notices and communications

21.1Any notice or communication given to a party under or in connection with the Agreement shall be in writing and shall be either:
1. 21.1.1delivered by hand or by pre-paid first-class post or other next Business Day delivery service at:
  1. (a)if to Expedez: its registered office address from time to time; and
  2. (b)if to the End Customer:
    1. (i)if the End Customer is a Natural Person: the address provided from time to time during the use of the Services;
    2. (ii)if the End Customer is a Non-Natural Person: its registered office or principal place of business;
2. 21.1.2sent by email to:
  1. (a)if to Expedez: [email protected]; and
  2. (b)if to the End Customer: the email address specified by the End Customer from time to time during the use of the Services.
21.2Any notice or communication shall be deemed to have been received:
1. 21.2.1if delivered by hand, at the time the notice is left at the proper address;
2. 21.2.2if sent by pre-paid first-class post or other next Business Day delivery service, at the earlier of 9.00 am on the third Business Day after posting and such other time recorded by the delivery service; or
3. 21.2.3if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 21.2.3, “business hours” means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
21.3This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

22. Complaints; redress via the financial ombudsman service

21.1Should the End Customer have any complaints about the Services, it may submit a complaint to Expedez in accordance with the Complaints Procedure. For full details, including expected resolution timescales, please refer to the Complaints Procedure.
21.2For the avoidance of doubt, this Agreement is concluded between Expedez and the End Customer. Expedez therefore does not accept complaints pertaining to relations between the End Customer and a third party.
21.3If, after submitting a complaint to Expedez, the final response received is considered unsatisfactory by the End Customer, the End Customer may, depending on its eligibility, bring the complaint to the Financial Ombudsman Service. For further details, please visit Financial Ombudsman Service.

23. Governing law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

24. Jurisdiction

The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

25. General

25.1Should you wish to contact Expedez, please do so at [email protected]
25.2These Terms have been drafted in the English language and may be translated into other languages and are available on the Platform. In the event of any discrepancy between the English and any translated version, the English version shall prevail.