Payhawk Terms & Conditions

Table of Contents

I. PREAMBLE

II. GENERAL TERMS
1 Conditions of Use
2 Opening and applying for a Payment Account
3 Pricing Schedule
4 Security and Monitoring of your Accounts
5 Data Protection
6 Identification as a Customer
7 Payhawk Beta Services and Feedback
8 Fees
9 Fee Payments
10 Collections
11 Cashbacks
12 Term and termination
13 Limitation of Liability
14 Indemnification
15 Changes to the Framework Agreement
16 Additional Terms

III. PAYHAWK SERVICES SPECIFIC TERMS
Part A Payhawk Software Services
Part B Payment Services

IV. Glossary

V. Country Specific Terms
1 United Kingdom
2 Lithuania
3 US

Applicable to customers signed on or after 1 March 2024. For customers signed before 1 March 2024 the following Terms of Use will apply.

Framework Agreement

These Payhawk Terms and Conditions (the “Terms”) set out how we will provide you with the Payhawk Service(s). Words used in these Terms have the meaning as defined in the Glossary below.

You should read and ensure you understand and accept these Terms and the Pricing Schedule and any document incorporated by reference by us into these Terms or the Pricing Schedule (all of which, together, comprise the agreement between us and you for the provision of the Payhawk Service(s) (the “Framework Agreement”).

Who is your Framework Agreement with?

We have different Payhawk Group entities globally. Your Framework Agreement is with each relevant entity providing each relevant Payhawk Service to you in the country where you specify you want to receive each relevant Payhawk Service.

For the Payhawk Software Services your contracting party is:

Worldwide, with the exception of the US: Payhawk Limited, registered under company registration number 11747263, having its registered address at Chancery House, 53-64 Chancery Lane, London WC2A 1QS (“Payhawk Limited”); or

In the US: Payhawk Inc., a C Corporation, established in Delaware, USA, having its principal office located at 1460 Broadway, Suite 12014 New York NY 10036 (“Payhawk Inc”),

(each a “Payhawk Software Services Contracting Party” and collectively the “Payhawk Software Services Contracting Parties”)

For the Payhawk Payment Services your contracting party is:

For Payhawk Payment Services from the EU/EEA: Payhawk Financial Services UAB, registered under company registration number 306068630, having its registered office address at Gedimino pr. 20, LT-01103 Vilnius. Payhawk Financial Services UAB is authorised and supervised by the Bank of Lithuania as an electronic money institution under licence No. 95; or

For Payhawk Payment Services from the UK: Payhawk Financial Services Limited, registered under company registration number 14060082, having its registered address at Chancery House, 53-64 Chancery Lane, London WC2A 1QS. Payhawk Financial Services Limited is authorised and supervised by the Financial Conduct Authority as an electronic money institution under firm reference number 987096,
(each a “Payhawk Payment Services Provider” and collectively the “Payhawk Payment Services Providers”).

You may have a contractual relationship with more than one Payhawk Group entity and, separately, with certain Third Party Payment Services Providers. This is generally because the Services provided to you may be from different entities operating in different countries under different laws and regulations.

These are the general terms and conditions that govern the Framework Agreement and apply to our relationship with you for the provision of any Payhawk Services globally.

1.1. The use of the Payhawk Services is permitted only after your acceptance of these Terms and, where relevant, the terms and conditions of any Third Party Payment Services Providers. You accept these Terms and, where relevant, any terms and conditions of Third Party Payment Services Providers on the earlier of:

1.1.1. signing the Pricing Schedule; or

1.1.2. ticking the relevant box(es) to agree to such terms and conditions as part of the Company’s application for a Payhawk Account on the Payhawk Website.

For the avoidance of doubt, Acceptance will only be valid where a person who is lawfully authorised to act on behalf of and in the name of the Company confirms the Company’s acceptance in accordance with either 1.1.1 or 1.1.2 above.

1.2. By accepting these Terms in accordance with the above, the Company:

1.2.1. agrees to comply with these Terms in their entirety; and

1.2.2. acknowledges and agrees to the terms of the relevant Third Party Payment Services Provider(s) with regard to the respective Third Party Payment Services that will be provided to you in connection with the Framework Agreement.

1.3. These Terms are available on the Payhawk Website or can be obtained free of charge by sending us a Notice to support@payhawk.com.

1.4. Company must specify and assign at least one Administrator to manage the Payhawk Account(s) when submitting its application to create its Payhawk Account(s). An Administrator may add and onboard other Users to the Payhawk Account(s) and manage their access rights. Company shall ensure that each User is aware of and complies with these Terms and the terms and conditions of any relevant Third Party Payment Services Provider(s) while using the Services.

1.5. You (as well as the Users) are responsible for keeping your Cards, Accounts and credentials safe and secure when accessing and using the Services to avoid any Unauthorised Activity.

1.6. You remain fully responsible and liable for all acts and omissions in relation to the use of and access to the Cards and Accounts by Company and/or Users and/or any unauthorised third parties, where such unauthorised third parties access or use any Cards or Accounts as a result of a breach by the Company or any User of these Terms or the terms and conditions of any relevant Third Party Payment Services Provider.

1.7. Company shall not, and shall ensure that any Users shall not, disclose any access credentials (including passwords, passcodes or one-time passwords and unique links) to any third party. Company shall ensure that Company and its Users notify us immediately at security@payhawk.com upon becoming aware of any breach of security or unauthorised use of any Card or Account. Any breach of the above requirements constitutes a breach of these Terms and may result in immediate suspension or termination of an Account and/or use of the Services.

2.1. Company must provide certain data and documents as indicated in the registration forms, as available on the Payhawk Platform, in order to allow your Payment Services Providers to properly identify Company and to check eligibility for the Services. In order to provide the full scope of Payhawk Payment Services, the respective Payhawk Payment Services Provider is obliged to identify Company, including its ultimate beneficial owners (UBOs), Administrator(s) and, to the extent applicable, certain other Users, as may be required by Applicable Law. The respective Payment Services Providers rely on the accuracy of the data Company provides when opening and maintaining an Account. The relevant Payment Services Provider may refuse Company’s application if the results of Company due diligence are not satisfactory, or are not in line with the compliance requirements of the respective Payment Services Provider, or otherwise give reason to suspect Company of being involved in or intending to use the Services for money laundering, terrorist financing, fraud, other illegal activity or other not on a reasonable and legally permissible basis. For the avoidance of doubt, notwithstanding Company’s acceptance of these Terms, no agreement with a Payment Services Provider shall take effect unless and until Company has passed our due diligence requirements and met our compliance requirements. In case of refusal for opening of a Payment Account, the Company will be informed of the refusal but might not be informed Company of the reason for the refusal (if permitted by Applicable Law to do so).

2.2. Company shall, and shall ensure that all Users shall, provide correct, complete and current data, information and documents upon registration and shall keep it and them up to date thereafter by notifying us upon becoming aware of any changes. In the case of inaccuracies, Company shall immediately rectify them and the respective Payment Services Provider may elect, at its sole discretion, to limit, suspend or deny access to certain or, as the case may be, all Payment Services until the Company has complied with any such requirement.

2.3. At any time you may be requested to provide additional documents, including signed documents (as required, with physical or electronic signature, notarial certification and authentication, legalization or apostille) for enhanced identification or verification of Company and/or any Users, before activating a Payment Account or at any time thereafter so far as it is necessary for the respective Payment Services Provider to comply with its legal or regulatory obligations or if the respective Payment Services Provider believes that the information provided is inaccurate or incomplete.

Payhawk and the Company agree to the terms and conditions set out in the Pricing Schedule and the Pricing Schedule shall also be governed by and construed in accordance with these Terms. The Pricing Schedule includes details of your Subscription Period.

4.1. Company shall implement reasonable measures to prevent and/or detect any:

4.1.1. purchase, cash advance or other activity resulting in a debit on the Payment Accounts that Company or its applicable User did not consent to in accordance with these Terms or the terms and conditions of any relevant Third Party Payment Services Provider; and

4.1.2. improper access to, loss, misuse or misappropriation of any Account, Card or credentials,

(each an “Unauthorised Activity”).

4.2. Company shall immediately disable respective Users’ access to the Services where it knows or suspects any Unauthorised Activity has occurred. Company shall promptly notify Payhawk of any such known or suspected Unauthorised Activity and Payhawk may, at its sole discretion, provide reasonable assistance to Company in relation to the Unauthorised Activity. Your Payment Services Provider may suspend access to a Payment Account and/or any Card if it believes the Payment Account and/or any Card has been the subject of any Unauthorised Activity or that not doing so may pose a risk to Company the relevant Payment Services Provider, or any other third party.

5.1. When you sign up to the Framework Agreement you acknowledge and accept that you have read and understood our Privacy Policy (https://payhawk.com/privacy) which sets out how we process the Personal Data as controller.

5.2. When you sign up to the Framework Agreement you also acknowledge and accept that certain Personal Data under the Framework Agreement is processed by Payhawk as processor and that with respect to such Personal Data you have accepted our Data Processing Addendum (https://payhawk.com/dpa), which is an integral part of the Framework Agreement and sets out how we process such Personal Data as processor.

5.3. When processing the Personal Data in connection with the Framework Agreement, each Party shall:

5.3.1. comply with its respective obligations under the Data Protection Laws;

5.3.2. implement and maintain appropriate technical and organisational security measures to ensure a level of security appropriate to the risk;

5.3.3 only transfer the Personal Data to a country outside the EEA or UK where the European Commission has recognised that country as offering an adequate standard of data protection, or appropriate safeguards have been implemented as required under Data Protection Laws; and

5.3.4 duly inform the other Party of any personal data breach they become aware of that includes Personal Data without undue delay, but not later than 48 hours of becoming aware of such breach.

5.4. In addition, you shall:

5.4.1. ensure that you rely on a valid lawful basis under Data Protection Laws to process the Personal Data in connection with the Framework Agreement;

5.4.2. ensure that you have provided all information required under Data Protection Laws to all relevant data subjects about how both Parties process the Personal Data in connection with the Framework Agreement;

5.4.3. provide us with reasonable cooperation for the fulfillment of our data protection compliance obligations under Data Protection Laws;

5.4.4. only publicise, or inform a supervisory authority, data subjects, or any other third party of a personal data breach that we inform you about, if you have received our prior written consent.

By accepting these Terms, Company gives Payhawk permission to publicly reference Company as a Payhawk customer on the Payhawk Website or in communications during the term of the Framework Agreement. Company grants Payhawk a limited licence to use Company trademarks or service marks for this purpose.

Payhawk Beta Services may be made available to Company at our sole discretion. To the maximum extent legally permitted, any Payhawk Beta Services are provided AS IS and as available and without warranty and are not subject to any service level terms. Your Feedback about the Payhawk Services and/or Payhawk Beta Services may be used freely and without restriction. You will not be compensated or credited for any Feedback provided.

8.1 Company shall pay the Fees to:

8.1.1 Payhawk Limited or, as the case may be, Payhawk Inc, in relation to the Payhawk Software Services; and

8.1.2 the respective Payment Services Provider, where these are included in the fees detailed in the Pricing Schedule, in relation to the respective Payment Services.

8.2 The amount of the Fees will vary depending on the Services and volumes used, as set out in the Pricing Schedule. Fees related to Subscription Plans, other Fees set out in the Pricing Schedule and recurring add-ons will be billed in advance whereas Fees related to non-recurring add-ons will be billed in arrears either immediately after such an add-on has been ordered or in the following invoice. All amounts owed under this Framework Agreement shall be paid by Company to us in the currency stated in the Pricing Schedule.

8.3 We reserve the right to vary these Terms, in whole or in part, at any time (including making adjustments to the Pricing Schedule and/or the Fees or to introduce new Fees for any Services provided under or in connection with the Framework Agreement) and where we change our Fees, we will give you Notice in advance of implementing such change (the “Change Notice”). Non-exhaustive examples of when we may do this include: changes to account for price inflation in accordance with the relevant national retail prices index; the introduction of new features and products; and changes to the way we structure our services and support them etc. The adjustment shall be effective following the expiry of one-month of our Change Notice (the "Change Notice Period").

8.4 You acknowledge and agree that the provisions of the preceding paragraph shall not apply where there is a change to the Fees (including the introduction of any new fee) as a result of a change to the costs that we incur from third-parties to provide the Payhawk Services, such as changes to Payment Scheme fees or Third Party Payment Services Provider rates but only to the extent of and to reflect such change. We will give such prior written Notice to you as is reasonably practicable in the circumstances, unless we are prevented or restricted by Applicable Law.

8.5 For avoidance of any doubt, the Change Notice Period will not apply where the change of Fees:

8.5.1 relates to an interest rate or FX Rate and, in our reasonable opinion, is more favourable to you;

8.5.2 is implemented in order to comply with Applicable Law or requirements of a relevant Payment Scheme and/or Third Party Payment Services Provider(s); or

8.5.3 the addition of a new service or extra functionality to an existing Payhawk Service,

and, in such instances, the change will be made and shall become effective in accordance with the terms contained in the change Notice we delivered to you.

9.1 Billing for Payhawk Software Services will be initiated from the day on which the Payhawk Software Services are made available to you. Billing for Payment Services will be initiated when you are provided with a Payment Account. You will be invoiced and shall be responsible for paying our Fees irrespective of any applicable restrictions on your Account, for example in the event of an incomplete application. Our invoices have a net 10-days payment term (payable within 10 days of invoice date) which you shall comply with, after which Company shall pay 4% per annum above the applicable base rate on the outstanding amount until the date of final settlement, which shall be without prejudice to Payhawk’s other rights and remedies for your late payment.

9.2 Fees shall be paid by you to us net of any charges levied by any bank and/or any Third Party Payment Services Provider. By accepting these Terms, Company acknowledges and agrees that Payhawk shall not be liable for any part of such charges which shall remain at all times and under all circumstances the sole responsibility of Company.

9.3 Upon the successful creation of an Account, a free of charge servicing virtual Card will be issued whose sole purpose will be to serve as means of charging due Fees for the Payhawk Software Services. This virtual card shall be linked to your Account and will be automatically charged every time a new invoice for Payhawk Software Services falls due. You shall not be entitled to change the functionalities of the servicing virtual Card and we reserve the right to reverse any changes made by you that limit our rights under this paragraph. You must at all times ensure each Account has sufficient funds to cover amounts payable by you under or in connection with the Framework Agreement, before such amounts become due. If at any time an Account does not have sufficient funds to discharge an invoice when due, you will be required to load sufficient funds to your Account immediately, or pay such invoice by bank transfer by the due date for payment.

9.4 All Fees shall, when due, be charged directly to the Account in the name of the Company and will be automatically set off against any available balances which Company may have in that Account. If you have balances in several currencies within your Account, we will aim to charge you using the balances in the currency of your invoice, however if the balances in this currency are insufficient then we may charge you using your balances in other currencies. If at any time an Account does not have sufficient funds to discharge an invoice when due, you will be required to load sufficient funds to your Account immediately, or to pay such invoice by bank transfer by the due date for payment. By accepting these Terms, you agree and authorise us to deduct any and all amounts which you may have in any Account(s) so that we may satisfy any monetary claim for outstanding amounts which you have incurred under or in connection with the Framework Agreement. Further, where the Pricing Schedule allows Affiliate entities of the Company to adhere to the Framework Agreement, or otherwise where an Affiliate entity of the Company signs its own Pricing Schedule and the Company or an Affiliate entity of the Company has insufficient balance to pay any due Fees under such Pricing Schedule, Payhawk reserves the right to deduct any and all amounts from any available balance of the Company or any Affiliate entity of the Company that is a Party to the Framework Agreement in satisfaction of the obligation of the defaulting Affiliate entity.

9.5 The Company irrevocably agrees that, unless prevented by Applicable Law, at our sole discretion we shall have the right to set-off any funds that we owe you (or an Affiliate of yours) or we are holding for you (or an Affiliate of yours) (including any e-money held in an Account) against any Fees or other amounts that you (or an Affiliate) owe us or one of our Affiliates. Company shall, upon our request, set up (and maintain throughout the term of the Framework Agreement) with its bank a Direct Debit instruction (or equivalent) to authorise us to directly debit from Company's bank account(s) through the use of Bankers’ Automated Clearing Services (“BACS”) or other networks, including Faster Payments Services (“Faster Payments”), any sums due to us and payable by Company under or in connection with the Framework Agreement. Company shall ensure that Company's bank account(s) shall at all times have a credit balance sufficient to meet any sums due and payable to us under or in connection with the Framework Agreement.

Any failure by you to pay the full amount owed to us when due is a breach of these Terms and we reserve our rights to suspend the Services, in part or in whole, and/or terminate the Framework Agreement, in part or in whole, as well as recover any outstanding debt or due payment directly from Company in the manner stipulated in the above paragraph or via a third party collection service. Company is responsible for all costs and expenses that we incur collecting amounts owed by you to us but not paid when due, including third party collector’s fees, legal fees and any interest at the maximum rate permitted under Applicable Law.

11.1 Payhawk Limited or, as the case may be, Payhawk Inc, may, at its sole discretion, apply a cashback reward program in its relationship with Company. If applicable to the Company, the cashback reward program shall be as set out in the Pricing Schedule and it will only apply to Company's spending via Card payments which are settled within the respective one-month period (“Eligible Transactions”). Under the cashback reward program, Payhawk Limited or, as the case may be, Payhawk Inc will pay back to Company an agreed percent of the entire value of Company's Eligible Transactions for the respective month, in accordance with the Pricing Schedule. For the avoidance of doubt, the following transactions shall not be deemed Eligible Transactions:

11.1.1 Inbound transfers to Company's Payhawk Payment Account made by Company or any third party;

11.1.2 Outbound transfers from Company's Payhawk Payment Account

11.1.3 ATM withdrawals;

11.1.4 Chargebacks; and

11.1.5 Refunds and reversals.

11.2 Cashbacks will be applied for the month following the month when the Eligible Transactions were made and only on the condition that Company has no overdue Fees and Fines for previous months. In its capacity as an operator of the cashback reward program, Payhawk Limited or, as the case may be, Payhawk Inc shall at no point and under no circumstances be liable to Company for an amount exceeding the amount of Company's monthly Payhawk Software Services Fees. Upon termination of the Framework Agreement by either Party for any reason, you will not be entitled to any cashback rewards whatsoever for the Eligible Transactions made in the course of the last month of your Subscription Period.

11.3 Payhawk Limited or, as the case may be, Payhawk Inc reserves the right to review its cashback reward program at any time and may, upon providing reasonable Notice to the Company, introduce changes to any applicable cashback terms in your Pricing Schedule in accordance with the terms of the Framework Agreement.

12.1 Subject to Section 2 above, the Framework Agreement enters into effect upon Company’s acceptance of these Terms and the Subscription Period shall commence in accordance with the Pricing Schedule. After the expiration of the Initial Subscription Period, the Framework Agreement shall be automatically renewed for successive Renewal Periods in accordance with the Pricing Schedule and, unless otherwise agreed between the Parties or varied by Payhawk Limited or Payhawk Inc in accordance with the terms of the Framework Agreement, on the same terms and conditions set forth herein, unless you terminate the Framework Agreement in accordance with this Section. In order to be able to request, order, access and use Third Party Payment Services, Company must also accept the respective Third Party Payment Services Provider’s terms and conditions which will be available, by hyperlink, to review during Company’s application process.

12.2 Company may terminate the Framework Agreement:

12.2.1 at any time by sending a one-month Notice to support@payhawk.com and paying all amounts owed in relation to the Payhawk Services, including for the remaining duration of the-then current Subscription Period, as well as for any Charges, Fees and/or Fines caused by Company's acts or omissions prior to terminating the Framework Agreement; or

12.2.2. with immediate effect by giving Notice to the relevant Payhawk Payment Services Provider or Payhawk Software Services Contracting Party if that Payhawk Party:

(a) commits a material breach of the Framework Agreement and (if such breach is remediable) fails to remedy that breach within one month after being notified in writing to do so; or

(b) takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium being wound up (whether voluntarily or by order of the court), bring struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed above under relevant Applicable Law,

and the Company shall pay all amounts owed in relation to the Payhawk Services, as well as any Charges, Fees and/or Fines caused by the Company’s acts or omissions prior to terminating the Framework Agreement.

12.3 The relevant Payhawk Payment Services Provider or Payhawk Software Services Contracting Party may terminate the Framework Agreement, or suspend its Payhawk Account(s) or the Cards, in each case in part or in whole, with immediate effect on Notice to you if you or any of your Affiliates adhered to the Framework Agreement:

12.3.1 does or fails to do anything which gives rise to concerns from a compliance or risk perspective (including your failure to comply with our due diligence requests or changes in our risk appetite or if your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the Framework Agreement is in jeopardy or where we are required to do so under Applicable Law);

12.3.2 breaches any term of the Framework Agreement and (if such breach is remediable) fail to remedy that breach within 14 days after being notified in writing to do so;

12.3.3 takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium, being wound up (whether voluntarily or by order of the court), bring struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed above under the relevant Applicable Law; or

12.3.4 is subject to a change of control (within the relevant Applicable Law).

12.4 The relevant Payhawk provider may, at its sole discretion, decide to suspend or terminate the Framework Agreement, in part or in whole, with immediate effect if Company should fail to pay one or more of the Fees or Fines when due. In cases under the previous sentence, Company acknowledges and agrees that all Fees under the-then current Subscription Period shall become due and Company will be liable to the relevant Payhawk provider for the aggregate amount of all Fees to be paid for the remaining duration of the-then current Subscription Period.

12.5 The relevant Payhawk Payment Services Provider or Payhawk Software Services Contracting Party may terminate the Framework Agreement, in part or in whole, unilaterally for convenience by giving you a one-month Notice and such termination shall apply to all Payhawk Services provided under or in connection with the Framework Agreement, irrespective of the Payhawk Payment Services Provider or Payhawk Software Services Contracting Party providing such Payhawk Services.

12.6 Any termination of the Framework Agreement for any reason whatsoever, terminates automatically and immediately also the license to use the Payhawk Property as provided for in the Framework Agreement as from the date of termination of the Framework Agreement. In the event that the Framework Agreement is terminated, any agreement between you and a Third Party Payment Services Provider will immediately terminate to the extent such agreement pertains to the provision of the Payhawk Services or arises under or in connection with the Framework Agreement.

13.1 Except in the case of Payhawk’s intent or gross negligence or where its liability cannot be capped or limited under Applicable Law, Payhawk's maximum aggregate liability to Company under this Framework Agreement is limited to the total amount of Fees for Payhawk Software Services actually paid by Company to Payhawk Limited or, as the case may be, Payhawk Inc, in the three months preceding the event that is the basis of Company's claim. Except in the case of Payhawk’s intent or gross negligence or where its liability cannot be capped or limited under Applicable Law, no claim may be made against any Payhawk Group entity if the maximum aggregate liability provided for in this Section has been reached with respect to one or more of the Payhawk Group entities.

13.2 Except where its liability cannot be capped or limited under Applicable Law, Payhawk is not liable to Company for any:

13.2.1 consequential, indirect, special, or punitive loss or damage;

13.2.2 loss of profits (whether direct, consequential, indirect, special, punitive or otherwise);

13.2.3 loss of revenue (whether direct, consequential, indirect, special, punitive or otherwise); or

13.2.4 loss of sales or business (whether direct, consequential, indirect, special, punitive or otherwise);

13.2.5 loss of agreements or contracts (whether direct, consequential, indirect, special, punitive or otherwise);

13.2.6 loss of anticipated savings (whether direct, consequential, indirect, special, punitive or otherwise);

13.2.7 loss of use or corruption of software, data or information (whether direct, consequential, indirect, special, punitive or otherwise);

13.2.8 loss of or damage to goodwill (whether direct, consequential, indirect, special, punitive or otherwise); or

13.2.9 acts or omissions of any Third Party Payment Services Provider, whether acting on behalf, or independently, of Payhawk,

and, in each case, however arising and regardless of whether or not Payhawk was advised of the possibility by Company.

14.1 Company agrees to indemnify and defend Payhawk (including our Affiliates, employees, contractors, subcontractors and third party service providers (“Indemnified Parties”) against all Losses that result from or are related to:

14.1.1 claims, proceedings, suits, or actions brought by or initiated against Indemnified Parties by any third party due to Company's breach of the Framework Agreement, or an User’s breach of obligations applying to Users under the Framework Agreement, any Third Party Payment Services Provider’s terms and conditions, Payment Scheme Rules or any other agreements with Payhawk or any Third Party Payment Services Provider;

14.1.2 for amounts owed by Company to third parties;

14.1.3 for acts or omissions of any Users or other Company agents or representatives;

14.1.4 for Company’s use of Integrated Services; or

14.1.5 for disputes over Charges between Company and any merchant.

15.1 Without prejudice to other provisions of the Framework Agreement, we reserve the right to unilaterally change these Terms at any time provided such changes will not materially or adversely impact the provision of Payhawk Services to you. When we do so, a revised edition of these Terms will be immediately available on the Payhawk Website and we will notify you about the changes to these Terms by e-mail and/or on the Payhawk Platform. Subject always to Section 8 of these General Terms, where we intend to make material changes to these Terms, we will provide at least 30 days’ Notice before their proposed date of application, unless we are otherwise prohibited by Applicable Law. If you do not notify us that the changes to these Terms are not acceptable before the proposed date of their entry in force, you will be deemed to have accepted such changes and shall be bound by the updated terms and conditions of the Framework Agreement. In the event that you disagree with the proposed changes to these Terms, you have the right to terminate the Framework Agreement on Notice to us with effect at any time until our proposed date of entry into force for the relevant changes to these Terms. Upon termination of the Framework Agreement, your Accounts shall be closed and you and your Users shall no longer use it.

15.2 There might be times when we let you know after we have made a change instead. We will only do this where required or permitted by law or regulation. Changes in exchange rates will be applied immediately and without notice as these are based on the reference rate.

16.1 Written Form, Notice and Communication

16.1.1 The written form shall be considered accomplished with sending an e-mail, clicking on a button on the Payhawk Website or other similar actions, as far as the statement is technically stored in a way that allows it to be reproduced.

16.1.2 By accepting these Terms, Company agrees that Payhawk may deliver Notices under the Framework Agreement electronically and agrees to receive all Notices and communications from Payhawk electronically, including by the means of the Payhawk Software Account, email, and via text or SMS to the contact information provided to Payhawk by the Administrator. Notices sent through Company's Payhawk Software Account or by email, text, SMS or other electronic means to the contact information provided to Payhawk are considered delivered received (and, unless otherwise specified in the respective Notice, effective) 24 hours after they are sent.

16.1.3 Notices affecting payment and legal terms will be sent to the Administrator(s) through Company's Payhawk Software Account or email. These Notices may include alerts about Services, Cards, Fees, Charges, and may provide the Administrator(s) with the ability to respond with information about, or provide their consent in relation to, the Services. The Administrator(s) and other Users are required to maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. Company and/or its Administrator(s) and other Users are responsible for all costs imposed by internet or mobile service providers for sending or receiving Notices electronically. Company must contact Payhawk immediately if it or any User is or Company or any User believes they are having problems receiving Notices.

16.2 Representations and Warranties

You represent and warrant both now and on a continuous basis throughout thе Framework Аgreement as follows:

16.2.1 that the details provided when signing up for your Account(s) and upon request are true, accurate and complete; and

16.2.2 that by entering into the Framework Agreement, in giving us instructions, and performing your obligations under thе Framework Аgreement:

(a) you have power and authority to do so (including with respect to all Affiliate entities specified in the Pricing Schedule or who otherwise sign their own Pricing Schedule);

(b) you are not in breach of, and shall not breach, any Applicable Law in any jurisdiction;

(c) you consent to us including your full name, address, our reference number and any other details required by Applicable Law or under applicable Payment Scheme Rules, or other payment system on the payment details to be sent to the recipient’s PSP when you make a bank transfer, Card payment or cash withdrawal;

(d) all of the Users are able to give us instructions and information on your behalf;

(e) where applicable, all of the Cardholders are able to give us instructions to perform transactions on your behalf;

(f) you are the legal and beneficial owner of any money you pay us and such money is not and shall not become subject to any charge or other security or encumbrance;

(g) all information you or someone acting on your behalf supplies to us is true, complete and accurate and you shall not omit or withhold any information which would render the information supplied false, incomplete or inaccurate;

(h) you will inform us promptly if any of the information you (or someone on your behalf) provide pursuant to the Framework Agreement becomes untrue or needs to be updated; and

(i) you will use the Payhawk Services as a corporate client (to whom we shall apply the Corporate Opt-out) and not as а Consumer; Micro-enterprise; nor Small Charity; and

(j) you contract with us as principal and not as agent.

16.3 Disclaimer of Warranties

16.3.1 The Payhawk Services and Payhawk Beta Services are provided as is and as available. To the maximum extent permitted under Applicable Law, Payhawk disclaims all express, implied, and statutory warranties of title, merchantability, fitness for a particular purpose, and non-infringement regarding the Payhawk Services and Payhawk Beta Services and nothing in the Framework Agreement will be interpreted to create or imply any such warranty to Company.

16.3.2 Integrated Services are not provided or controlled by Payhawk. Payhawk does not provide support for and, to the maximum extent permitted under Applicable Law, disclaims all liability arising from failures or losses caused by the access or use of any Integrated Services and by their providers, as well as any Third Party Payment Services and Third Party Payment Services Providers.

16.3.3 To the maximum extent permitted under Applicable Law, Payhawk disclaims all warranties and does not guarantee any service levels or commitments around: (a) the Payhawk Services and/or Payhawk Beta Services and/or any data provided under the Framework Agreement being full, accurate or error-free; (b) the Payhawk Services and/or Payhawk Beta Services meeting Company's specific needs or requirements; (c) the Payhawk Services and/or Payhawk Beta Services being usable by Company (including any Users) at any particular time or location; (d) specific merchants permitting purchases using Cards issued by Payhawk and/or by any Third Party Payment Services Provider; (e) the Payhawk Services and/or Payhawk Beta Services being uninterrupted, secure, or free from hacking, viruses, or malicious code; and (f) any defects in the Payhawk Services and/or Payhawk Beta Services being corrected, even when Payhawk is advised of such defects by way of a Notice.

16.4 Non-solicitation

During the term of the Framework Agreement and for a period of 1 year after termination of the Framework Agreement, Company agrees not to solicit employees or contractors of any Payhawk Group entities directly or indirectly without Payhawk’s prior written consent, said consent not to be unreasonably delayed, withheld or conditioned. In the event you violate this restriction, you shall immediately be obliged to pay Payhawk 100% of the employee’s first year base annual salary and/or contractor’s first year annual compensation (as applicable). This restriction shall not apply to any offers of employment which result from a general publication for employment or engagement, including through the internet, newspapers and magazines.

16.5 Governing Law

The Framework Agreement and any Dispute or 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.

16.6 Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute (including non-contractual disputes or claims) arising out of or in connection with the Framework Agreement or its subject matter or formation, including any Payhawk Beta Services.

16.7 Severance

If any provision or part-provision of the Framework Agreement is or becomes illegal, invalid or unenforceable, it shall be deemed deleted, but shall not affect the validity and enforceability of the rest of the Framework Agreement. If any provision or part-provision of the Framework Agreement is deemed deleted under this Section 16.7, the Parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the Parties’ original commercial intention, and if an amendment by the Parties cannot be achieved, the illegal, invalid or unenforceable provision will be deleted.

16.8 Assignment

We may assign, pledge, subcontract, novate or otherwise transfer the Framework Agreement and/or our rights and/or obligations hereunder, in each case in part or in whole, unilaterally and without any Notice. Any such assignee or transferee will benefit from the same rights as if originally named in the Framework Agreement instead of Payhawk. Company shall not assign, pledge, subcontract, novate or otherwise transfer the Framework Agreement and/or its rights and/or obligations provided hereunder, in part or in whole, without Payhawk’s express written consent for each case.

16.9 Force Majeure

16.9.1 No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the Framework Agreement, for any failure or delay in fulfilling or performing any term of this Framework Agreement (except for any obligations to make previously owed payments to the other Party hereunder) when and to the extent such failure or delay is caused by acts beyond the impacted Party’s (“Impacted Party”) reasonable control, including the following force majeure events (“Force Majeure Event(s)”) that frustrate the Impacted Party’s performance of the Framework Agreement: (i) acts of God; (ii) flood, fire, earthquake or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government orders or changes to Applicable Law; (v) actions, embargoes or blockades in effect on or after the date of the Framework Agreement; (vi) action by any governmental authority; (vii) national or regional emergency; (viii) strikes, labour stoppages or slowdowns or other industrial disturbances (other than relating to the employees or contractors of a Party); (ix) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the World Health Organisation as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness); (x) emergency state; (xi) shortage of adequate medical supplies and equipment; (xii) shortage of power or transportation facilities; and (xiii) other similar events beyond the reasonable control of the Impacted Party.

16.9.2 If a Party is prevented, hindered or delayed in or from performing any of its obligations under the Framework Agreement (except for any obligations to make previously owed payments to the other Party hereunder) due to a Force Majeure Event, the Impacted Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event, give Notice to the other Party specifying the nature of the Force Majeure Event, the date on which it started, its likely or potential duration and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Framework Agreement;

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations under the Framework Agreement;

(c) give Notice to the other Party on the cessation of the Force Majeure Event and, notwithstanding the Notice, immediately commence full performance of its obligations under the Framework Agreement on cessation of the Force Majeure Event; and

(d) If the Force Majeure Event prevents, hinders or delays the Impacted Party’s performance of its obligations under the Framework Agreement for a continuous period of more than two months the Party not affected by the Force Majeure Event may terminate the Framework Agreement by giving 2 weeks’ Notice to the Impacted Party.

16.10 Confidentiality

16.10.1 Subject to Applicable Law, each Party shall treat the other Party's Confidential Information as strictly confidential and shall not copy, disclose, reproduce or use it. Each Party shall promptly notify the other if there is a breach of these confidentiality obligations in this Section 16.10. These confidentiality obligations in this Section 16.10 will continue in force for 3 years after the Framework Agreement is terminated.

16.10.2 Each Party may disclose the other Party's Confidential Information:

(a) to 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 the Framework 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 Section 16.10; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.11 Reservation of Rights

Any waiver or modification that we provide to Company, of any kind or at any time, is only effective if given in writing and applies only to the specific instance involved and will not act as a general waiver or a waiver or modification under the Framework Agreement for any other or future acts, events, or conditions. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy..

16.12 Entire Agreement

The Framework Agreement comprises the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all other proposals or previous understandings and agreements, written or oral, between the Parties with respect to its subject matter. Each Party acknowledges that in entering into the Framework Agreement, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Framework Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Framework Agreement.

16.13 Third party rights

Unless it expressly states otherwise, the Framework Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Framework Agreement.

16.14 Survival

Any provision of the Framework Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Framework Agreement shall remain in full force and effect. Termination or expiry of the Framework 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 Framework Agreement which existed at or before the date of termination or expiry.

16.15 No partnership or agency

Nothing in the Framework 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.

16.16 Taxes

All Fees and other payments to be made to us under this Framework Agreement are exclusive of Taxes. You agree that you are solely responsible for the payment of any applicable taxes arising in relation to the Services. All payments made by you to us under this Framework Agreement will be made clear of any deductions or withholdings, as may be applied by Applicable Law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Framework Agreement. In addition, regardless of the selected currency, you acknowledge and agree that you may be charged Value Added Tax ("VAT") or other local fees and/or taxes.

16.17 Third Party Payment Services Providers
If applicable, you should also read and ensure you understand and accept the terms and conditions of the relevant Third Party Payment Services Providers in respect of any Third Party Payment Services you wish to use in connection with the Payhawk Services. For the avoidance of doubt, the Framework Agreement governs our contractual relationship with you for the provision of the relevant Payhawk Service(s). The Framework Agreement does not govern your relationship with any Third Party Payment Services Provider(s). Third Party Payment Services Providers may be engaged to provide all or any part of the Payment Services, where relevant. Where applicable, your direct contractual relationship with any Third Party Payment Services Provider(s) shall be governed by the respective Third Party Payment Services Provider’s terms and conditions for each particular Third Party Payment Service relevant to you. The respective Third Party Payment Services and the identity of the relevant Third Party Payment Services Provider shall be notified to you via the Payhawk Platform. We accept no liability whatsoever for the acts or omissions of Third Party Payment Services Providers.

These provisions below apply to the individual Payhawk Services that we are providing to you, in accordance with your Subscription Plan and your Pricing Schedule.

1. The Payhawk Software Services are paid software services whereby Company gets access to some or all of the Payhawk Platform features depending on the Subscription Plan selected. The Payhawk Software Services include (but are not limited to) the following features:

1.1 Access to the functionalities of the Payhawk Platform using the Payhawk Platform and/or mobile app and/or our Application Programming Interface (“API”);

1.2 Management and control of corporate expenses (upload, describe, submit, approve and review expense related data and documentation, supplier management, multi-level approval workflows, custom reports, mileage and per diem);

1.3 Management of spend policies and approval workflows;

1.4 Managing and tracking invoices and bank payments (unpaid invoices management, out-of-pocket cash expenses, subscription tracking);

1.5 Automated extraction of expense data;

1.6 Purchase orders;

1.7 Scheduling, generating and exporting periodical reports - standard exports and custom exports;

1.8 Integrations through the Payhawk Software Account (integrations with ERP systems and accounting software, developer APIs, enterprise authentication); and

1.9 Administration services - team structure management, employee, accountant and manager roles, projects, cost centers and custom expense fields, multi-entity management.

2. How do You access our Payhawk Software Services?

The Payhawk Software Services are accessed from and used through the Payhawk Platform.

3. Scheduled Maintenance and Permitted Downtime

3.1 Reduction in service level percentage which occurs as a result of a third party’s acts or omissions or a Force Majeure Event, Scheduled Maintenance times and Permitted Downtime shall not be considered as unavailability (downtime) of the Payhawk Software Services.

3.2 For the purposes of this Section 3:

3.2.1 a maintenance is considered to be ”Scheduled Maintenance” if it is communicated (i) in accordance with Section 16.1 (Written Form, Notice and Communication) of the General Terms, and (ii) at least two Business Days in advance of the scheduled maintenance time. Payhawk would always aim at selecting maintenance windows to be outside regular business hours and generally accounts for less than 15 hours each quarter; and

3.2.2 “Permitted Downtime” means the suspension of the Payhawk Software Services necessary:

(a) to enable us to comply with an order or request from any authority; or

(b) to enable us to carry out work relating to the maintenance or upgrade of the Payhawk Software Services, as well as for compliance or other security related reasons.

3.3 We shall always try to give you sufficient notice for any Scheduled Maintenance and Permitted Downtime.

3.4 Notice will be provided in one of the following manners:

3.4.1 via a note on the Administrator(s)’ screen presented immediately after logging into the Payhawk Platform, or

3.4.2 by email to the registered email address provided for the Administrator(s) of Company’s Payhawk Platform.

3.5 No change to the Payhawk Software Services will be implemented by us which materially reduces their functionality which was explicitly committed to be provided under the Framework Agreement, except where such change is necessary:

3.5.1 to follow generally accepted changes in the payment industry standards;

3.5.2 to meet changes in Applicable Law, Payment Scheme Rules and/or Third Party Payment Services Provider(s) requirements;

3.5.3 to improve security due to security risks identified by us; and

3.5.4 for other reasonable grounds which warrant the reduction of functionality.

4. Ownership and Licence

4.1 Payhawk EOOD, duly registered under the laws of Bulgaria under Unique Identification Code 205220011, having its registered office at 47A Tsarigradsko shosse Blvd., fl. 2, Polygraphia Office Center, Sofia, Bulgaria (“Payhawk EOOD”) retains and owns all rights, titles and interest in and to the Payhawk Platform (including the source code related thereto) and the Payhawk Software Services, including any copyright, trademarks and other Intellectual Property Rights related or created, used or provided for the purposes of the Framework Agreement, including any parts, copies and derivative works of the foregoing (together, the “Payhawk Property”). Payhawk EOOD grants the Company, subject to these Terms and subject to payment in full of all due and payable Fees and Fines, a non-exclusive, revocable, non-assignable, non-transferable, royalty-free worldwide licence to access and use the Payhawk Platform (in a machine-readable object code form only), as provided for and as permitted by these Terms. Company shall ensure that Company and its Users may only use Payhawk Property as provided to Company, for the term of the Framework Agreement and in the manner and for the purposes provided in these Terms. Company and its Users right to access and use the Payhawk Property terminates upon termination of the Framework Agreement for any reason.

4.2 Except as expressly permitted by these Terms, Company may not, directly or indirectly, and may not permit, assign to, contract or assist any third party to:

4.2.1 distribute, rent, lease, market, sublicense, resell or otherwise make use of or transfer the Payhawk Property or any portion thereof;

4.2.2 reverse engineer, decompile or disassemble all or any portion of the Payhawk Property;

4.2.3 update, modify, reproduce, duplicate, copy, create derivative works from, publicly display, distribute or otherwise disseminate the Payhawk Property or any part thereof;

4.2.4 extract or attempt to extract source code from the object code of any of the Payhawk Property; or

4.2.5 destroy or otherwise remove any proprietary notices or labels on or embedded within the Payhawk Property or any portion thereof.

4.3 Company acknowledges and agrees that the Payhawk Property is a proprietary product of Payhawk EOOD and is protected under Applicable Law. Company acknowledges and agrees that all rights, title, and interest in and to the Payhawk Property, including associated Intellectual Property Rights, are and shall remain the property of Payhawk EOOD (and/or its assignees and successors, if any). The terms of the Framework Agreement do not deliver to Company an interest in or to the Payhawk Property, but only a non-exclusive, royalty-free, temporary, limited licence to access and use the Payhawk Property in accordance with these Terms.

5. Custom exports

Where the Payhawk Property does not support a native integration with your ERP system, a custom export that is tailor made to the specific needs and requirements of your accounting setup may be produced. Every time you need a custom export, Company shall agree with Payhawk Limited or as the case may be Payhawk Inc, the precise scope of the work, providing for, among others, the specific export that is needed, its format and the relevant timeframes. Custom exports will be charged separately as outlined in your Pricing Schedule.

1.The following Payment Services are provided through the Payhawk Platform:

1.1 Operating your Payment Accounts;

1.2 Issuance and redemption of electronic money;

1.3 Issuance of physical and virtual payment Cards, including where the funds are covered by our Credit Facility;

1.4 Credit Transfers;

1.5 Cash withdrawal from a payment account;

1.6 Account information services and payment initiation services; and

1.7 International payment transfers.

2. Who is providing the Payment Services?

2.1 The Payhawk Payment Services or, as the case may be, Third Party Payment Services (subject to the terms and conditions of the relevant Third Party Payment Services Provider) are provided by the following payment services providers:

2.2 For EU/EEA clients having EUR and GBP accounts: Payhawk Financial Services UAB;

2.3 For EU/EEA clients having USD, BGN, DKK, RON or PLZ accounts: Paynetics AD under the following terms and conditions: https://payhawk.com/third-party-psp/paynetics-terms;

2.4 For UK clients: Payhawk Financial Services Limited (under the Framework Agreement and its UK Country Schedule below) or PayrNet Limited (under the following terms and conditions for corporates: https://payhawk.com/third-party-psp/payrnet-terms), and at all times subject to our notification to you about the identity of your Payment Services provider; and

2.5 For US clients: Cross River Bank, Member FDIC, under the following Card Terms: https://payhawk.com/third-party-psp/crb-terms.

2.6 Insofar as any Third Party Payment Services Provider is providing any Payment Services to you (for example, and in addition to the above, in relation to international payment transfers, Account Information Services and/or Payment Initiation Services), their relevant terms and conditions shall also apply to you. By accepting these Terms you also accept the terms and conditions of the relevant Third Party Payment Services Provider that may be providing any Payment Services to you.

3. Information about you

The respective Payhawk Payment Services Provider will obtain certain information and documents about you and the persons (individual or entities) that have authority to manage your affairs and represent you (and possibly also about other associated persons) in order to meet its obligations under Applicable Law (collectively “KYC Information”). KYC Information may, for example, include information and documents enabling you to prove, and the respective Payhawk Payment Services Provider to verify, your and the identity of the persons (individual or entities) that have authority to manage your affairs and represent you, and that of your or their controllers, the purpose and nature of your business, and your location. When the respective Payhawk Payment Services Provider asks for and reviews your KYC Information, the respective Payhawk Payment Services Provider will follow Applicable Law, its internal procedures and act reasonably.

4. Your Payhawk Payment Account

4.1 You may open a Payhawk Payment Account with a balance denominated in a currency (each a “Payhawk Payment Account Currency”) which is supported from time to time. However, you may open separate Payhawk Payment Accounts in various currencies, as described on the Payhawk Website.

4.2 You can view Payhawk Payment Account information (including current and previous Credit Transfers and Card payments and your Payhawk Payment Account balance), and instruct the respective Payhawk Payment Services Provider to make new Credit Transfers through certain channels within the Payhawk Platform.

5. How do you Load your Payhawk Payment Account?

5.1 You can Load e-money to your Payhawk Payment Account, make Credit Transfers from your Payhawk Payment Account, or get a refund of e-money on your Payhawk Payment Account by:

5.1.1 logging in to the Payhawk Platform with your username and password;

5.1.2 using the capabilities of a Third Party Payment Services Provider allowing you to fund your Payhawk Payment Account; or

5.1.3 when available, using an API call.

5.2 You must use a valid payment method to pay the respective Payhawk Payment Services Provider to issue electronic money to your Account (a “Load”). The payment methods you can use to pay the respective Payhawk Payment Services Provider for a Load are:

5.2.1 credit transfer from an account in your name which you have nominated to us (a “Nominated Account”);

5.2.2 a payment initiated by you in accordance with Section 17 (Payment Initiation Service and Account Information Service) to these Terms; and

5.2.3 any other payment method which the respective Payhawk Payment Services Provider chooses to accept from time to time.

5.3 Where you receive a Credit Transfer, the respective Payhawk Payment Services Provider will also credit it to the e-money balance on your Payhawk Payment Account, subject to the respective Payhawk Payment Services Provider being in receipt of the funds.

5.4 The respective Payhawk Payment Services Provider will credit the money to your Payhawk Payment Account immediately after it receives it.

5.5 You may only pay in the Payhawk Payment Account Currency for a Load, and you may only receive Credit Transfers in the Payhawk Payment Account Currency. The respective Payhawk Payment Services Provider may reject any payments and Credit Transfers in a currency different from the Payhawk Payment Account Currency.

5.6 Where you receive a valid refund from a third party for a Credit Transfer made using your Payhawk Payment Account, the respective Payhawk Payment Services Provider shall credit the refund to the e-money balance on to your Payhawk Payment Account upon the receipt of cleared funds. The third party must send the refund in the Payhawk Payment Account Currency. The respective Payhawk Payment Services Provider may reject it if it is in a different currency to those currencies available in your Payhawk Payment Account.

6. How can you make payments from your Payhawk Payment Account?

6.1 You can ask the respective Payhawk Payment Services Provider to make a payment from your Payhawk Payment Account:

6.1.1 using a Card;

6.1.2 by a Credit Transfer that you initiate through the Payhawk Platform using:

(a) Faster Payments or BACS for GBP Credit Transfers;

(b) SEPA Credit Transfer (SCT) or SEPA Instant (SCT Inst) for EUR Credit Transfers;

(c) Wise for international Credit Transfers;

(d) SWIFT for other Credit Transfers.

6.1.3 through a Third Party Payment Services Provider which you’ve allowed to act on your behalf, so long as the Third Party Payment Services Provider is licensed and permitted by Applicable Law to do so; or

6.1.4 through any other payment method which the respective Payhawk Payment Services Provider makes available to you from time to time.

7. Credit Transfers

7.1 You may only make Credit Transfers in the Payhawk Payment Account Currency.

7.2 After the respective Payhawk Payment Services Provider is instructed to make a Credit Transfer from your Payhawk Payment Account, it will:

7.2.1 treat your request as being received on the Business Day of your request, so long as your instruction was received before 4pm on your Business Day;

7.2.2 send the money to the recipient’s PSP:

(a) by the end of the Business Day after it receives your request for the Credit Transfer:

(i) where the transfer is to a PSP in the UK and denominated in GBP and using the Faster Payments scheme; or

(ii) where the transfer is to a PSP in the UK or European Economic Area (EEA) and denominated in EUR and using the SCT Inst scheme;

(b) by the end of the first Business Day after it receives your request for a Credit Transfer to a UK or EEA PSP where (i) and (ii) above do not apply;

(c) up to ten Business Days after it receives your request for any other Credit Transfer.

7.3 If you want to cancel a Credit Transfer, you may ask the respective Payhawk Payment Services Provider to do so by logging into the Payhawk Platform and submitting a request to Payhawk’s support team as soon as possible after it has received your request for the Credit Transfer and the respective Payhawk Payment Services Provider will use reasonable efforts to cancel the request subject to whether it has already been processed.

8. Payment Cards

8.1 You may be provided with physical or virtual corporate payment Cards, as outlined on the Payhawk Website.

8.2 Debit Cards allow cardholders to access available funds that have previously been credited to your Payhawk Payment Account. Use of the debit Card is limited to the amount held in the respective Payhawk Payment Account and any other limits you may have applied at a Card-level.

8.3 Cards backed by a Credit Facility allow the Company to access a notional credit limit, in available currencies only, which the respective Payhawk Payment Services Provider has approved for you based on its credit risk assessment. You may spend up to your credit limit through your Card(s). Further details on the credit offering may be found in Section 11 of this Part B (Credit Facility).

8.4 Cards are issued by the respective Payhawk Payment Services Provider. The Administrator(s) may request Card issuance through the Payhawk Platform but may not provide them to, and will not request Cards for, individuals that are not your employees or other persons authorized by you. You must notify us of all individuals you wish to be authorised Cardholders and cannot without our permission change the person who uses each Card. You must supply us with all of the details we reasonably require concerning anyone you wish to become a Cardholder before they can act on your behalf or before we distribute a Card to them. You shall be responsible for ensuring that each Cardholder receiving a Card is informed of these Terms as they apply to the Cards and you shall ensure that each authorised Cardholder takes all steps needed to ensure that you comply therewith. You acknowledge and agree that each Cardholder is authorised by you to act on your behalf. We will treat any instruction given by a Cardholder with respect to Card transactions as an instruction given by you and you shall be responsible for all acts and omissions and the use of Cards by any authorised Cardholder.

8.5 Cards can be used worldwide wherever you see the Payment Scheme symbol displayed online, and for physical Cards also at Automatic Teller Machines (“ATMs”) and merchants who accept the Payment Scheme.

9. How can you use your Payhawk Cards?

Cardholders may only use Cards for bona fide business-related expenses. Company is responsible for expenses made by any Users given access to Cards. Company will establish and maintain controls designed to ensure that the Cards are only used for bona fide Company purposes and in compliance with Payment Scheme Rules. The respective Payhawk Payment Services Provider, Third Party Payment Services Providers, Payment Schemes, or other intermediary third-party service providers (including merchant acquirers) may deny or reverse Card transactions for any reason. The respective Payhawk Payment Services Provider is not responsible for any Losses you may incur where a Card transaction is denied or reversed.

10. Foreign Exchange Rates

You may use your Card to pay merchants in the Payhawk Payment Account Currency or in a different currency. If it is in a different currency, the respective Payhawk Payment Services Provider will convert your payment from that currency to the Payhawk Payment Account Currency at the standard rate set by the Payment Scheme. You may also be charged a separate FX Fee as set out on our Payhawk Website.

11. Credit Facility

11.1 Company may be offered a credit facility in accordance with the Pricing Schedule to be utilized via payment Cards issued to you and limited up to a maximum amount, determined and extended by the respective Payhawk Payment Services Provider (referred to in this Section as “we” or “us”) to you pursuant to the Framework Agreement for the execution of payment transactions (the “Credit Facility”).

11.2 The Credit Facility will be charged at an interest rate as set out in the Pricing Schedule. We shall charge and you shall pay a late payment fee in accordance with the Pricing Schedule by way of addition to the amount of the Credit Facility utilised by you where we did not receive payment in full on a payment due date.

11.3 We will set your Credit Facility limit on a discretionary basis according to your circumstances, Account usage and history, information from other Payhawk Group entities, information we receive from credit-reference agencies, and any other information we may deem relevant. We reserve the right to review and change your Credit Facility limit from time to time. The initial and approved Credit Facility limit from time to time will be available to you in the Payhawk Payment Account.

11.4 We can change your Credit Facility limit at any time and at our sole discretion, and will let you know about any change. If we change your Credit Facility limit, we will notify you. However, if we reduce your Credit Facility limit based on an assessment of your ability to repay, we have the right to withhold from giving you any Notice beforehand if we consider this would be inappropriate. We won’t reduce your Credit Facility limit to be less than your total outstanding balance, plus any transactions authorised but not yet charged to you.

11.5 If we approve an increase of your Credit Facility limit, we will give you Notice and ask that you accept the approved increase (unless you have asked for the increase). When you receive this Notice, you can tell us to not increase the Credit Facility limit. You can also, at any time, tell us not to increase the Credit Facility limit at any time in the future or tell us that you want to reduce the Credit Facility limit. We won’t increase your Credit Facility limit if we think that you can’t afford to make the repayments.

11.6 We reserve the full and exclusive right in our own discretion to determine if you are eligible for the Credit Facility. In assessing whether you are eligible for the Credit Facility, we may consider your circumstances and business model, usage and history of previous accounts with Payhawk (if any), information from other parts of Payhawk’s Group, information that Payhawk receives from credit reports, the bank accounts that you have integrated to the Payhawk Platform, publicly available information and any other information that Payhawk considers to be relevant.

11.7 You may only utilise the Credit Facility in relation to payments you make using a payment Card for purchases of goods and services for business purposes and in accordance with these Terms. In addition, for the avoidance of any doubt, you may not utilise the Credit Facility to fund obligations in relation to the following purposes:

11.7.1 bank transfers, or

11.7.2 adding funds to your Payment Account.

11.8 We reserve the full and exclusive right to determine from time to time what constitutes “authorised spending”. Your breach of this Section will allow us to suspend and/or terminate the Credit Facility and to demand immediate repayment of any amounts you owe us under the Framework Agreement.

11.9 We will send you a monthly statement for Credit Facility funds utilized by the Company during the preceding billing period according to the approved billing cycle presented to you in your account on the Payhawk Platform. Your payment obligation becomes due once the monthly statement is received (the statement issued will consist of utilised Credit Facility for the previous month). You are obliged to repay the outstanding Credit Facility balance for the previous month by the 8th calendar day of the following month. If the eighth calendar day is not a Business Day, then the last due date will be the next Business Day after the eighth calendar day of such following month. Prepayments prior to the due date and reborrowing of funds repaid by way of prepayment or repayment within the relevant period are allowed. No payment will be deemed made until the Payhawk account indicated in the monthly statement has been credited with the respective amount.

11.10 Any fees related to late payment will be added to your subsequent monthly statement. Late payments may also affect your credit rating and records. You agree to pay all costs and disbursements, including reasonable attorney fees, incurred by us to collect our receivable or to enforce your obligations under the Framework Agreement.

11.11 Failure on your part to make any due payments when required in accordance with the Framework Agreement shall be a material breach thereof and will entitle us to suspend the Credit Facility and the Payhawk Cards, in each case in part or in whole.

11.12 If you do not clear the balance in full by the relevant payment due date, we will apply a late payment fee to the outstanding balance at the rate of 4% per annum above the applicable base rate from time to time. Such fee shall accrue on a daily basis from the due date until actual payment of the overdue amount.

11.13 Any late payment fee will be added to your account and included in the monthly statement submitted to you on the following payment due date.

11.14 We may ask you for access to the account information you access via AIS in order to perform a credit assessment on you if you apply to us for credit and may terminate the Credit Facility if you do not comply with a request for such access or re-authentication of such access.

11.15 We may change, add or delete terms regulating the Credit Facility, including interest rates, fees and charges without your prior consent. We shall give you at least 30 days’ prior Notice before any such changes take effect.

11.16 We may terminate the Credit Facility with immediate effect and require immediate repayment of your outstanding balance if:

11.16.1 You have not complied with any of your payment obligations under the Framework Agreement;

11.16.2 Any information, representation or statement made or deemed to be made by you to us is or proves to have been incorrect or misleading when made or deemed to be made (unless otherwise remedied to our satisfaction);

11.16.3 You have (or we reasonably believe that you have) abused, exploited, or otherwise engaged in any illegal activity or provided false or incorrect information in connection with the Framework Agreement;

11.16.4 We reasonably consider that the risk of you not paying the total outstanding balance owed under the Credit Facility has significantly increased;

11.16.5 You become the target of any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority.

11.17 Subject to Section 16.14 of the General Terms, the Framework Agreement and the Credit Facility shall be automatically terminated and your outstanding balance shall be immediately repaid by you to Payhawk Payment Service Provider if it becomes unlawful for us to perform any of our obligations under the Framework Agreement or to fund the Credit Facility.

12. Payment Initiation Service and Account Information Service

12.1 The respective Payhawk Payment Services Provider may provide you with payment initiation and/or account information services. If we decide to do so, the following terms will apply:

12.2 In this Section 12 (and elsewhere in the Framework Agreement, if used), the following definitions shall apply:

12.2.1 “Account Information Services” or “AIS” shall mean a service which allows you to access consolidated account information in relation to any connected Source Accounts.

12.2.2 “Account Servicing Payment Service Provider” or “ASPSP” shall mean a third party payment service provider, such as a bank, with whom you hold a Source Account which we will access when you use PIS;

12.2.3 “Information” in relation to PIS, shall mean any information related to you;

12.2.4 “Payment Initiation” shall mean a payment order initiated at your request from your Source Account to your Account;

12.2.5 “Payment Initiation Service” or “PIS” shall mean a service to initiate a payment from a Source Account, as more particularly described in this Section 12; and

12.2.6 “Source Account” shall mean a payment account accessible online which you hold with an ASPSP in the UK.

12.3 You can only use PIS if you have a Payhawk Payment Account. You can continue to use PIS as long as you continue to have a Payhawk Payment Account.

12.4 You will be able to use our Payhawk Platform to access:

12.4.1 PIS, which allows you to add funds to your Payhawk Payment Account from a Source Account; and

12.4.2 AIS, which allows you to access consolidated account information for your Source Accounts, and provides you with real-time data on available balance of all connected Source Accounts.

12.5 When using PIS to add funds to your Account, we will provide you with a redirection URL which will redirect you to your ASPSP, where you can log in using your ASPSP credentials and consent to the Payment Initiation from your Source Account.

12.6 When you confirm your consent to use AIS, you authorise us to access the connected Source Account(s) and account information that you have selected and store the account information temporarily for the purposes of the AIS service.

12.7 We are not responsible for the services provided by your ASPSP. The services provided in relation to the Source Account are subject to a separate agreement between you and your ASPSP.

12.8 Using PIS

12.8.1 You may use our PIS to initiate payments from your Source Account for the purpose of adding funds to your Account.

12.8.2 When you request us to initiate a payment from your Source Account, we will make the following information available to you:

(a) a confirmation that the payment has been successfully initiated with your ASPSP;

(b) a reference to identify the payment and any information transferred with the payment; and

(c) the amount of the payment.

12.9 Using AIS

12.9.1 To link your Source Account with us, you must:

(a) connect to the Payhawk Platform;

(b) authenticate with your security details, which may involve you generating a security token; and

(c) give your explicit consent to us, select the ASPSP and account(s) you want to connect to and, if relevant, the account information you want to access.

12.9.2 When you confirm your consent, you authorise us to access the connected Source Account(s) and account information that you have selected and store the account information temporarily for the purposes of the AIS service.

12.9.3 Once your ASPSP has confirmed authentication, we will access your account information, provide it to you, and share it in accordance with your instructions to us, including by making aggregated account information available on the Payhawk Platform.

12.9.4 You must renew your consent to us providing you with AIS every 90 days. If you do not renew your consent, the ASPSP will reject our account access requests and we will not be able to provide real-time data to you on the status of your connected Source Account(s).

12.9.5 You can choose to remove one or more connected Source Accounts from the AIS service at any time through the Payhawk Platform. In such circumstances, we will cease requesting account and transaction information for such accounts, and they will be removed from the Payhawk Platform.

12.10. Security

12.10.1 You and each Administrator authorised by you to make payments or access account information must not allow any other person to use security information necessary to use AIS or PIS.

12.10.2 We may, at our sole discretion, restrict or suspend your ability to use AIS or PIS, including refusing to initiate the payment from a Source Account, if: (a) we are concerned about the security of your access to the Payhawk Platform or the API; (b) we reasonably believe that using AIS or PIS is causing or could cause a breach of the Framework Agreement; and/or (c) if we have reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with your use of our API or the Payhawk Platform.

12.10.3 If we restrict or suspend your use of AIS or PIS or refuse to initiate the payment from a Source Account, we will, without undue delay and provided we are legally permitted to do so, notify you. If possible, we will provide the reasons for this and where it is possible will provide reasons for the restriction or suspension and where those reasons relate to factual matters, the procedure for rectifying any factual errors that led to the restriction or suspension. Where we need to contact you, we will use the contact details associated with your Account, such as email or phone. You should inform us without delay if your contact details change.

12.11 Disputes and Incorrect Transactions

12.11.1 If you have a reason to believe that a payment from a Source Account initiated by us was made incorrectly, you should contact us or your ASPSP to resolve your query and we will cooperate with the ASPSP’s investigation into such payment. Where we believe that the incorrect payment was due to our error in respect of the part of the Payment Initiation we were responsible for, we will refund the incorrectly initiated payment back to the original Source Account.

12.11.2 If you have a reason to believe that a payment from a Source Account initiated by us was unauthorised, you should contact your ASPSP to resolve their query and we will cooperate with the ASPSP’s investigation into such payment.

12.11.3 You will be liable for all payments initiated through our API or Payhawk Platform if you have acted fraudulently or with gross negligence (for example failed to keep your security information such as but not limited to failing to keep the Payhawk Platform log in details and/or API security details and/or Source Account credentials safe).

12.11.4 Subject to product availability, should we act as your provider of AIS/PIS, the terms in this Section will apply. If AIS/PIS is provided to you by a Third Party Payment Services Provider (currently this provider is Yapily), you will agree to their relevant terms and conditions which shall apply to you with respect to those Third Party Payment Services.

13. What restrictions apply to your payment transactions?

13.1 You may set various limits to the amounts you (and the relevant Administrator(s)) are able to spend and send through any Accounts or Cards you have with us.

13.2 Once you’ve instructed us to make a Credit Transfer, Card Charge or cash withdrawal from your Payhawk Payment Account the respective Payhawk Payment Services Provider will
process the transaction unless it reasonably thinks:

13.2.1 the transaction would put you over any transaction limit which has been introduced;

13.2.2 the transaction would breach any terms or conditions of the Framework Agreement;

13.2.3 someone else is trying to make the transaction without your permission; or

13.2.4 you may be acting illegally or it would be against Applicable Law to allow the transaction.

13.3 Where permitted by Applicable Law, the respective Payhawk Payment Services Provider will notify you if a transaction has been stopped and, if possible, provide reasons for doing so, as well as anything you can do to correct any errors that led to the stoppage.

13.4 The respective Payhawk Payment Services Provider may suspend use of your Payhawk Payment Account and/or a Card if it reasonably believes that:

13.4.1 someone else may be trying to use it without your permission; or

13.4.2 it has a reason to do so in accordance with Applicable Law.

13.5 If we can, we’ll tell you before the suspension (along with our reasons for the suspension). Otherwise, we’ll tell you immediately after. However, we won’t tell you if doing so would break the law or compromise our reasonable security measures.

13.6 We will stop any suspension as soon as we can after the reason for the suspension has ended.

14. Failed and Unauthorized Payments, Refunds and Chargebacks

14.1 You can ask the respective Payhawk Payment Services Provider to refund a transaction that someone has made from your Payhawk Payment Account without your permission. However, the respective Payhawk Payment Services Provider may refuse your request for the refund where the respective Payhawk Payment Services Provider has reasonable grounds to believe that your refund request is not genuine or if the respective Payhawk Payment Services Provider otherwise believes it is reasonable to do so on the basis that you or a User failed to take reasonable steps to protect your security credentials and acted in a negligent fashion and will, where permitted by Applicable Law, provide you with our justification for refusing any refund requested by you.

14.2 If a payment is incorrectly executed because there was a mistake in the account details which you gave the respective Payhawk Payment Services Provider, the respective Payhawk Payment Services Provider will make a reasonable effort to recover the money. If the respective Payhawk Payment Services Provider is unable to do so, you can make a written request for the respective Payhawk Payment Services Provider to provide you with all the information available to the respective Payhawk Payment Services Provider which is relevant to you in order for you to file a legal claim to recover the money.

14.3 In any event, if you ask the respective Payhawk Payment Services Provider to, the respective Payhawk Payment Services Provider will make efforts to trace any payment transactions which have not been made or have not been made properly and notify you of the outcome (where it is permitted to do so). There may be an additional cost imposed by the banking partners to provide this service, which the respective Payhawk Payment Services Provider may pass on to you. The respective Payhawk Payment Services Provider will use reasonable endeavours to notify you of such additional costs where they have visibility of these.

14.4 In addition to your rights above, the respective Payhawk Payment Services Provider will refund a transaction if the Applicable Law requires the respective Payhawk Payment Services Provider to do so.

14.5 If you and a merchant have a dispute regarding a Card transaction, including delivery of the incorrect goods or services or being charged the wrong amount, you must first attempt to resolve the dispute with the merchant. If such a dispute is not resolved to your satisfaction or if you believe the Card transaction is unauthorized, you may initiate a Chargeback by contacting support@payhawk.com. The Payment Schemes have established procedures for resolving Chargebacks that may require that you provide details of the disputed Card transaction and/or associated documentation.

15. How do you complain?

15.1 If you have a complaint related to your Account, please contact us at support@payhawk.com.

15.2 For more information, please refer to our country specific tables in the Country Specific Terms (Part V) below.

16. How Safe is Your Payhawk Payment Account?

Your Payhawk Payment Account is not a bank account, and no deposit guarantee scheme applies e.g. the UK’s Financial Services Compensation Scheme protections. The funds the respective Payhawk Payment Services Provider receives for crediting to your Payhawk Payment Account are safeguarded, which means that they are kept separate from the respective Payhawk Payment Services Provider’s other assets so in the unlikely event the respective Payhawk Payment Services Provider becomes insolvent, the funds are not generally available to its other creditors.

17. Authorised Persons

17.1 We will only accept instructions and information from you, an Administrator, other types of Users with sufficient permissions, or another person (individual and/or an entity), which while not designated as a User, can lawfully represent you (each such person, an “Authorised Person”). We reserve the right to request and examine evidence for persons alleging they have representation powers with respect to you (such as, e.g. extracts of corporate standings, powers of attorney, etc.). We will treat any act or omission by an Authorised Person as an act or omission by you and you shall be responsible and liable to us for the acts and omissions of each Authorised Person.

17.2 You must supply us with all of the details we require concerning anyone you wish to become an Authorised Person before they can act on your behalf.

17.3 Authorised Persons may use any and all of the Services you are provided with under the Framework Agreement, give instructions in relation to those Services, and obtain information from us, or a Third Party Payment Services Provider, as the case may be, in connection with those Services in the same way as you.

17.4 You warrant that all Authorised Persons have the full power, capacity and authority to deal with us in the same way you have the power, capacity and authority to deal with us unless we are notified in writing to the contrary.

17.5 You are responsible for the integrity of any and all acts and omissions of all Authorised Persons. We are not responsible for any loss or harm which you or any other person may suffer or incur as a result of any act or omission of any Authorised Person. In the event that any Authorised Person should at any time provide us with instructions which are against your interests or outside the scope of his or her actual authority, we cannot be responsible unless those instructions also clearly fall outside the scope of the authority of the Authorised Person (which you have previously informed us of in writing).

18. Complying with Payment Scheme Rules

18.1 When we are providing our Services, the respective Payhawk Payment Services Provider needs to comply with the Payment Scheme Rules.

18.2 You also need to be compliant with the Payment Scheme Rules and you must give us all of the information we need in order to comply with the Payment Scheme Rules when you are using our Services (including those Payment Scheme Rules which apply when we pass your transactions to any third parties, such as Payment Schemes or third party issuers).

18.3 You must make sure that how you use our Services is allowed by the Payment Scheme Rules. Payment Scheme Rules can change over time and any changes will be communicated to you according to the instructions of the relevant Payment Scheme.

In addition to terms defined elsewhere in these Terms, the following definitions apply to the Framework Agreement:

Account means a Payhawk Account or Third Party Payment Account.

Administrator means a representative of Company that is authorized by Company to manage Company’s Payhawk Account(s).

Affiliate means a person that directly, or indirectly through one or more intermediaries, owns or controls, is owned or is controlled by, or is under common ownership or control with, another person and “Affiliated” shall be construed accordingly.

Applicable Law means any and all laws, ordinances, constitutions, regulations (including guidance), statutes, treaties, rules, codes, licenses, certificates, franchises, permits, principles of common law, requirements and orders adopted, enacted, implemented, promulgated, issued, entered or deemed applicable by or under the authority of any governmental body having jurisdiction over a specified person or any of such person’s properties or assets.

Business Day means a day other than a Saturday or Sunday on which banks are open for normal business in the territory in which the relevant Payhawk Group entity providing the corresponding Payhawk Services is located or its banking partner is located.

Card means any valid physical or virtual payment card issued on any Account under a Payment Scheme by Payhawk for use by a Cardholder.

Cardholder means any person representing you in the performance of the Framework Agreement (including the use of the Card), or who makes any communication or gives any authorisation for a transaction or other instructions to us on your behalf, in respect of the Card.

Charge means a payment for goods and/or services made to a merchant that accepts payments on the applicable Payment Scheme.

Chargeback means a dispute that Company initiates against a merchant for an unresolved dispute with the merchant or where a Charge is unauthorized.

Company, you, your, means (a) any entity specified in the Pricing Schedule; or, as applicable (b) natural person or legal entity, part of the Group of the entity under it, which has accepted the terms of the Framework Agreement by executing a Pricing Schedule, and uses the Payhawk Services.

Confidential Information means any information in whatever form, whether in oral, tangible or in documented form that is disclosed by or on behalf of one Party to the other in relation to the Services and/or the Framework Agreement, (including, as our confidential information, any information on its scope, specifications, pricing and payment terms, as well as the design, features, components, functionality or operation of the Payhawk Platform or any Payhawk Property).

Consumer means an individual who, in contracts for payment services to which the PSRs apply, is acting for purposes other than a trade, business or profession.

Corporate Opt-out means our ability pursuant to Regulations 40(7) and 63(5) of the PSRs (as implemented from the EU Payments Services Directive) to agree to provide more limited information and to agree different rights and obligations in relation to payment services provided to Corporate Opt-out Customers.

Corporate Opt-out Customer means a customer who is not defined as a Consumer, Micro-enterprise or Small Charity.

Credit Facility has the meaning given to in Section 11 of the Payhawk Services Specific Terms (Part B).

Credit Transfer means a payment service for crediting a payee’s payment account with a payment transaction or a series of payment transactions from a payer’s payment account by the payment service provider which holds the payer’s payment account, based on an instruction given by the payer.

Data Protection Laws means all applicable data protection and privacy laws to which the personal data under this Framework Agreement is subject to, including Regulation (EU) 2016/679 (the “GDPR”), the Data Protection Act 2018 (the “UK-GDPR”), as well as any other applicable country-specific or state-specific data protection and privacy law of the countries where Payhawk operates. “Controller”, “Processor”, “Data subject”, “Personal data”, “Personal Data Breach” and “Processing” have the meaning given under the Data Protection Laws.

Dispute means any dispute, claim, or controversy arising from or relating to the Framework Agreement or its subject matter or formation.

E-Money Account means an account on the Payhawk Platform comprising e-money which allows the Company to execute payments and consume other Payment Services.

EMRs means the E-money Regulations 2011.

Feedback means all feedback, suggestions, ideas, or enhancement requests submitted to Payhawk.

Fees means charges for use of the Services or Company's Payhawk Account, which shall include both charges levied by Payhawk and by applicable Third Party Payment Services Providers.

Fines means all fines, fees, penalties, or other charges imposed by a Third Party Payment Services Provider or regulatory authority or Payment Scheme or other third party arising from Company's breach of the Framework Agreement or the terms and conditions of any Third Party Payment Services or other arrangements with Payhawk or any Third Party Payment Services Provider.

Group means a set of companies which are either: (a) your or our direct or indirect holding company; (b) your or our direct or indirect subsidiary; and/or (c) direct or indirect subsidiary of your or our relevant holding company.

Initial Subscription Period has the meaning given to it in the Pricing Schedule.

Integrated Services means services that are provided by third parties connected to or provided through the Services and may include accounting software or enterprise resource planning systems or similar platforms.

Intellectual Property Rights means any proprietary or licensed-in patents (including supplementary protection certificates), trademarks, service marks, domain names, names, images, logos, registered designs, utility models, design rights, moral rights, topography rights, rights in databases, copyright, software (both source and object code), incentives, trade secrets and rights of a similar or corresponding nature in any part of the world (whether or not registered or capable of registration) and all applications and rights to apply for or for the protection of any of the above.

Losses means any and all losses including, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions and any Fine, fee or penalty levied (including those which may be levied by a Payment Scheme or regulatory authority), together with full investigation, administration and legal costs (on a full indemnity basis) in relation to the same.

Notice means any physical or electronic written communication or legal notices related to the Framework Agreement that are provided by one Party to the other Party which, for the purposes of our notices to the Company, shall include the Administrator(s) or other Users through text or SMS, email or the Payhawk Account.

Micro–enterprise means an enterprise (i.e. any person engaged in an economic activity, irrespective of legal form) which:

(a) employs fewer than 10 persons (full time or equivalent); and
(b) whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million or the Sterling equivalent.
You must meet all criteria to be defined as a Micro-enterprise.

Party means us or you who are collectively the Parties.

Payhawk, we, our, or us means the relevant Payhawk Software Services Contracting Party or Payhawk Payment Services Provider that is providing the relevant Payhawk Services to you.

Payhawk Account means a Payhawk Payment Account and/or a Payhawk Software Account.

Payhawk Beta Services means beta or pre-release products or services, which may contain features and functionality that are incomplete or subject to substantial change or discontinuation.

Payhawk Payment Account means a Payment Account offered by us pursuant to the Payhawk Payment Services.

Payhawk Payment Services means the payment services provided by us, as described in these Terms.

Payhawk Platform means each of the Payhawk Website, desktop platform (https://portal.payhawk.com) and the Payhawk mobile application, through which you may access the Payhawk Software Services and the Payment Services.

Payhawk Services means the Payhawk Software Services and/or the Payhawk Payment Services, as the context requires.

Payhawk Software Account means Company’s software account with us that is used to access Payhawk Services.

Payhawk Software Services means the software services, as described in Section 1 of the Payhawk Services Specific Terms (Part A).

Payhawk Website means the website https://payhawk.com.

Payment Account means an E-Money Account held in your name with a Payhawk Payment Services Provider and/or a Third Party Payment Services Provider.

Payment Scheme(s) means an entity regulating and/or offering the relevant payment instrument; for instance, Visa, Mastercard and American Express.

Payment Scheme Rules are the rules, regulations, operating regulations, procedures and waivers issued by a Payment Scheme including the requirements of any third party partner. The Payment Scheme Rules specifically include Visa Inc. (referred to as ‘Visa Core Rules and Visa Product and Service Rules’ and available at https://www.visaeurope.com/about-us/policy-and-regulation/veor), MasterCard (referred to as the Mastercard Rules (Mastercard Rules) and American Express (referred to as the Merchant Regulations (IMRs_102020_FINAL_EN_20200923A (americanexpress.com)). Those rules that are not publicly available will be communicated to you from time to time in accordance with the guidance and instruction of the relevant Payment Scheme.

Payment Services means the Payhawk Payment Services and/or any Third Party Payment Services, as the context requires.

Payment Services Provider(s) means the relevant Payhawk Payment Services Provider and/or any Third Party Payment Services Provider, as the context requires.

Personal Data means the personal data (as defined by the Data Protection Laws) that we process in connection with the Framework Agreement and our Privacy Policy.

Pricing Schedule means the specific terms setting out the Fees applicable to the Services provided to Company, as set out in: (a) a pricing schedule to the Framework Agreement, (b) any changes agreed or notified to this pricing schedule from time to time; (c) our card fees, as available at https://payhawk.com/card-fees, and as may be updated from time to time; and (d) any other Fees agreed with you through the Payhawk Platform.

PSP means a payment services provider.

PSRs means the UK Payment Services Regulations 2017.

Renewal Period means the period described in the Pricing Schedule, and Renewal Periods shall be construed accordingly.

Services means the Payhawk Services and/or the Third Party Payment Services, as the context requires, to be provided as part of the relevant Subscription Plan and your Pricing Schedule.

Small Charity means a body whose annual income is less than or equal to £1 million and is:

(a) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2011;

(b) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005;

(c) in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008.

Subscription Period means the Initial Subscription Period together with any subsequent Renewal Periods.

Subscription Plan means the Subscription Plan to be provided by Payhawk Limited or Payhawk Inc to the Company under or in connection with the Framework Agreement or provision of the Payhawk Software Services, as set out in the Pricing Schedule and Subscription Plans shall be construed accordingly.

Taxes means VAT, goods and service tax, sales tax, use tax, duties, withholdings, retentions, levies and/or any other taxes under Applicable Law.

Third Party Payment Account means a Payment Account, offered by a Third Party Payments Services Provider.

Third Party Payment Services means any payment services provided to Company by a Third Party Payments Services Provider.

Third Party Payment Services Provider means any of our partnering payment services providers having the necessary permissions to service clients in the markets where we operate, who provide Third Party Payment Services.

Unauthorised Activity has the meaning given to it in Section 4 of the General Terms.

Users means anyone (including any and all Administrators, Company’s employees, and/or Cardholders) who has been granted the requisite access rights by Company to the relevant functionalities of the Payhawk Platform, including accessing and operating a Payhawk Account and/or a Card.

The following rules of interpretation apply in the Framework Agreement:

A. Clause, Section, Part, schedule, provision and paragraph headings shall not affect the interpretation of the Framework Agreement. References to clauses, Sections, Parts, schedules, provisions and paragraphs are to the clauses, Sections, Parts, schedules, provisions and paragraphs of the Framework Agreement.

B. A person includes a natural person, corporate or unincorporated body (whether having separate legal personality).

C. A reference to a holding company or subsidiary means a holding company or subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

D. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

E. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

F. A reference to legislation or a legislative provision is a reference to it as amended, enacted or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.

G. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

H. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

I. If there is any conflict, ambiguity or inconsistency between a clause, Section, Part, schedule, provision and paragraph of the Framework Agreement, the following order of precedence shall apply:

(i) in respect of the relevant Third Party Payment Services Provider and the Third Party Payment Services they are providing, the applicable terms and conditions of that Third Party Payment Services Provider;

(ii) the Country Specific Terms;

(iii) the Pricing Schedule;

(iv) the Payhawk Specific Terms set out in these Terms;

(v) the General Terms set out in these Terms;

(vi) the Terms, other than the Payhawk Specific Terms and the General Terms; and

(vii) any document referred to in the Framework Agreement.

These are the terms that are specific to the countries in which we provide Payhawk Services to you. Some of these are referred to in the other terms. In some cases, they amend the other terms so you will need to look at these terms as well as the general and specific service terms. If you ask us for Payhawk Services in a new country, we may provide the additional terms that will apply for that country.

The following terms apply to Payment Services provided in the UK by Payhawk Financial Services Limited.

Who provides the Payment Services?	Payhawk Financial Services Limited, Company No 14060082 Address: Chancery House, 53-64 Chancery Lane, London WC2A 1QS
What authorisations does it have?	Payhawk Financial Services Limited is authorised and supervised by the Financial Conduct Authority (FCA) as an electronic money institution under firm reference number 987096.
Complaints and Disputes	We will do our best to resolve your complaint as soon as possible, and send you a final response by email within 15 days of receiving the complaint. If, in exceptional circumstances, for reasons beyond our control, we need more time to respond, we’ll send you a holding reply within 15 days of receiving your complaint to let you know when you will receive our final response (which will be no later than 35 days from the date on which we first received your complaint).
What if I am not satisfied with a complaint response?	If you do not receive our final response on time or you are unhappy with our final response, you may be entitled to refer your complaint to the Financial Ombudsman Service, details of which are available at http://www.financial-ombudsman.org.uk/consumer/complaints.htm. You can also call them on 0800 023 4567 or tell them about a complaint online (via https://help.financial-ombudsman.org.uk/help). Please note: the ombudsman may not consider a complaint if you have not provided us with the opportunity to resolve it previously.
Safeguarding	Safeguarding of the funds are in accordance with the requirements of Applicable Law including the UK Electronic Money Regulations 2011, UK Payment Services Regulations 2017 and the EU Payment Services Directive, where applicable. The safeguarded funds of the Company are held with a third party bank (an authorised credit institution) and we confirm that the funds in these accounts are separated from our own operational bank accounts and are recognised as being beneficially owned by the Company only. In accordance with the EMRs and PSRs we will move relevant funds into such safeguarding accounts by the relevant date as prescribed by those regulations.
UK Payment Services Regulations 2017 (Corporate Opt-Out) (“PSRs”)	Some of the provisions of the PSRs are intended mainly to apply to Consumers, Micro-Enterprises and Small Charities and the definitions of each of these are set out above. Regulations 40(7) and 63(5) of the PSRs (referred to as the Corporate Opt-out), enable us to agree to provide more limited information and to agree different rights and obligations in relation to payment services provided to larger corporate customers. As a Corporate Opt-out Customer, you agree that some of the provisions of the PSRs shall be disapplied. This means, the following provisions of the PSRs do not apply to these Terms: Part 6 of PSRs and regulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92 and 94 of the PSRs, and nor are we liable to you for Losses in relation to any of these provisions. Any notification period with regards to executed transactions and/or refunds set out in these Terms shall continue to be applicable to these Terms, regardless of regulation 74 of the PSRs.
E-Money Services	In certain situations, we may offer you the services of issuing and processing payments related to e-money. Funds received in exchange for e-money are not deposits and no interest is paid. E-money will be issued and redeemed at par value and we will safeguard your funds in accordance with Applicable Law. You agree that the UK’s Financial Services Compensation Scheme (“FSCS”) does not apply to your e-money account. If we are insolvent, your funds will be safeguarded, subject to deduction for an administrator or liquidator’s cost.
Failed and unauthorised payments	You can ask us to refund a transaction that someone has made from your Payhawk Account without your permission, so long as you’ve told us about the problem within 60 days of it happening. You can also ask us to refund a transaction if we fail to send a payment to the right recipient, so long as you’ve told us about the problem within 60 days of it happening.
What rate applies to late payments?	4% above the Bank of England base rate on an annual basis, as agreed under and specified in the Pricing Schedule.

Who provides the service?	Payhawk Financial Services UAB (company number 306068630) Address: Gedimino pr. 20, LT-01103 Vilnius, Lithuania Payhawk Financial Services UAB might be contacted through: E-mail: support@payhawk.com Phone: +370 5 214 4630
What authorisations does it have?	Payhawk Financial Services UAB is authorised and supervised by the Bank of Lithuania (https://www.lb.lt/en/sfi-financial-market-participants/payhawk-financial-services-uab) as an electronic money institution under licence No 95. Payhawk Financial Services UAB is a principal member of Visa Europe Limited.
Complaints and Disputes	You shall provide us with a detailed description of the circumstances and reference to the documents which are the basis for your complaint. The complaint shall be presented in English. You shall submit your complaint not later than 3 months after you became aware of the circumstances giving rise to your complaint. The compliant shall specify the following: Name/ legal entity name; Address and email for communication; Essence of the complaint (and provide supporting documents if any are available/required); Requests of the complainant. We will do our best to resolve your complaint as soon as possible, and send you a final response by email within 15 Business Days of receiving the complaint. In exceptional cases where we cannot respond within that period due to reasons beyond our control, we may provide you with an interim (i.e. not final) response, by clearly stating the reasons for the delay of the final response. In any case we will provide a final response within 35 Business Days from the receipt of your complaint. Your complaint will always be reviewed free of charge.
What if I am not satisfied with a complaint response?	In case our response to your complaint does not satisfy you, or in case such response was not given within the time frames set in the preceding Section of these Country Specific Terms, or you believe that we have infringed your rights or legitimate interest with respect to financial services provided by us, you have the right to bring claim to the court of the Republic of Lithuania. You also have the right to submit a request or a notification to the Bank of Lithuania. Information and procedure for submitting a request or a notification is provided on the website of the Bank of Lithuania (https://www.lb.lt/en/contacts). Requests or notifications can be filed in writing or via e-mail and submitted to these addresses: Totorių str. 4, 01121 Vilnius, info@lb.lt, and Žalgirio str. 90, 09303 Vilnius, pt@lb.lt.
Safeguarding	Safeguarding of the funds is in accordance with the requirements of Applicable Law including the Law on Electronic Money and Electronic Money Institutions of the Republic of Lithuania and the Requirements for the Management System and the Protection of the Funds for the Electronic Money and Payment Institutions approved by the Resolution of the Board of the Bank of Lithuania No 247 of 30 December 2009, with any further amendments and replacements, where applicable.
Payment Services Regulations	The Parties agree not to apply provisions of section III of the Law on Payments, as well as the requirements set out in paragraphs 1, 2 and 3 of Article 4, paragraphs 1, 2 and 5 of Article 11, paragraph 3 of Article 29, Articles 37, 39, 41, 44, 51 and 52 of the Law on Payments, agrees on a different term than that established in Article 36 of the Law on Payments.
E-Money Services	Funds held on the Payhawk Payment Account shall be considered as e-money which Payhawk Financial Services UAB issues after funds owned by you are transferred to the Payhawk Payment Account. After Payhawk Financial Services UAB receives funds, it converts these funds into e-money at their nominal value. At your request, e-money held on the Payhawk Payment Account shall be redeemed at their nominal value at any time, unless otherwise agreed between you and us. Any request or instruction to transfer funds from you Payhawk Payment Account will be considered as a request for redemption of your e-money. We shall not apply any additional Fees for e-money redemption. Your rights in connection with the Payhawk Payment Account are limited exclusively to the execution of Payment Services using your Payhawk Payment Account, receiving and keeping funds, transferring funds to your own or other person's payment accounts opened with another payment services provider, settling amounts due to us for the Payhawk Services, reviewing the balance of your Payhawk Payment Account and other information about transactions relating to your Payhawk Payment Account and withdraw funds from the Payhawk Payment Account in the manner established in these Terms. You agree that you will not be able to control or manage the Payhawk Payment Account otherwise than as stated in these Terms. E-money held in your Payhawk Payment Account shall not be regarded as a deposit and Payhawk does not, in any circumstances, pay any interest on e-money held in your Payhawk Payment Account and does not provide any other benefits associated with deposits and related to the time period the e-money is stored.
Unauthorised or improperly executed transactions	Your notification to us of any unauthorised or improperly executed transactions, as well as of any other errors, inconsistencies or inaccuracies in the statement provided in the Payhawk Platform, shall be made promptly and at the latest on the next Business Day following the date on which you become aware of the circumstances. Without prejudice to the aforementioned, we will be liable for your direct losses occurred as a result of unauthorised or incorrectly executed transactions (due to our own error) only if you notify us of any such transaction no later than within 60 days after the debit date, save for the cases provided for in these Terms that explicitly indicate your liability and determine the limits of our own.
What rate applies to late payments?	4% above the ECB base rate on an annual basis, as agreed under and specified in the Pricing Schedule.

Please refer to your specific terms of services for US customers, here: https://payhawk.com/third-party-psp/crb-terms.