BOKES LTD. Business Account Terms
(Effective as of [INSERT DATE])
1 INTRODUCTION AND PURPOSE
1.1 This document sets out the terms and conditions (the Terms) on which we, Bokes Ltd., provide you, the Customer, with a business Account (the Account) that can be used for making and receiving Payment Transactions in Supported Currencies. These Terms, along with the Application and Fees Page form a legal agreement (the Agreement) between:
you, the company, partnership or sole trader who we provide an Account to (the Customer); and us, Bokes Ltd., trading as Bokes Ltd., a company registered in England and Wales with company number 13436433 and a registered office at Epworth House, 25 City Road, London, England, EC1Y 1AA (Bokes Ltd., us, we, our).
1.2 Bokes Ltd. is authorised and regulated by the Financial Conduct Authority (FCA) under the Payment Services Regulations 2017 (PSR) for the provision of payment services with FCA reference number [INSERT FCA REF NUMBER ONCE AUTHORISED].
1.3 These Terms will be available at all times by the Customer at:[INSERT WEBSITE LINK FOR TERMS], as may be amended from time to time in accordance with clause 27.
1.4 Not all of the Terms apply to every Customer. Some clauses of the Terms do not apply to every Customer depending on whether or not the Customer is a Large Business. Where this is the case it will be clearly stated in the relevant clause. If it is not stated the clause should apply regardless of whether or not the Customer is a Large Business.
Communicating with each other.
1.5 Bokes Ltd. shall contact the Customer using the contact details (including email, phone and address) provided by the Customer in the Application, or such updated contact details as the Customer may provide from time to time.
1.6 The Customer may contact Bokes Ltd. using the following methods:
1.6.1 by emailing Bokes Ltd. at [INSERT EMAIL ADDRESS]; or
1.6.2 by phoning Bokes Ltd. on [INSERT PHONE NUMBER],
and the Customer shall use such contact methods when required to contact Bokes Ltd. under this Agreement unless stated otherwise.
2 DEFINITIONS AND INTERPRETATION
2.1 The definitions below and the rules of interpretation set out in this clause 2 apply to this Agreement.
Account
an account opened in the name of the name of the Customer by Bokes Ltd. that allows the Customer to make and receive Payment Transactions.
Account Administrator
has the meaning given to it in clause 5.1.
Account Information Service
has the meaning giving to it in regulation 2 of the PSR and is a service that allows a person to access information about Payment Accounts that person holds with other payment service providers.
Account User
means either an Account Administrator or Authorised User.
Agreement
has the meaning given to it in clause 1.1.
App
means the Bokes Ltd. mobile application that the Customer can download on a mobile device and use to access the Account.
Applicable Law
all applicable laws, legislation, rules, regulations, directives, guidance and recommendations applicable to a party to the Agreement, for the time being in force in any jurisdiction, including any rules or guidance issued by a Regulator, and any amendments, extensions or re-enactments that are made to the same from time to time.
Application
means the application for an Account completed by the Customer and includes information provided by the Customer including information about the Customer, its business activities, its owners, its directors, Account Users and such other information as is provided by the Customer and may be requested by Bokes Ltd..
Authorisation
has the meaning given to it in clause 9.4 and authorise and authorising shall be construed accordingly.
Authorised User
has the meaning given to it in clause 5.2.
Balance
means the amount of funds available on the Account that the Customer can use to make a Payment Transaction which will include all funds credited to the Account less amounts allocated to the execution of Payment Transactions, as determined by Bokes Ltd. after deducting pending Payment Transactions, blocked fund amounts, and Fees the Customer owes Bokes Ltd..
BIC
means bank identifier code and is also known as SWIFT code.
Business Day
means a day other than a Saturday, Sunday or public holiday in England.
Business Hours
means the hours of 9:00am to 4:30pm on a Business Day.
Consumer
means an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession.
Cookies Policy
means Bokes Ltd. cookies policy available at [INSERT LINK].
Customer, you
means the person who has completed an Application and entered into an Agreement with Bokes Ltd..
Defective Payment Transaction
has the meaning given to it in clause 18.1.
EEA
means the European Economic Area which includes all members of the European Union, Iceland, Liechtenstein and Norway as may be updated from time to time.
Exchange Fee
means the fee the Customer owes Bokes Ltd. for making a currency conversion as set out in the Fees Page.
Fees
means the fees the Customer agrees to pay Bokes Ltd. in return for access to and use of the Account as set out on our Fees Page.
Fees Page
means the section of the Website or App which details the Fees payable for using the Account: [INSERT LINK]
IBAN
means international bank account number.
Instant Transaction
has the meaning given to it in clause 10.1.
Large Business
means a person that is not a Consumer, a Microenterprise or a charity with an income of under £1,000,000.00.
Microenterprise
means an enterprise which employs fewer than 10 persons and whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million or equivalent in another currency.
Bokes Group
mans the group of companies of which Bokes Ltd. is a member including, but not limited to Bokes Inc. trading as Bokes Ltd. in the US, Bokes Limited trading as Bokes HK in Hong Kong. Reference to a Bokes Group Company shall be a reference to a member of the Bokes Group.
Payment Account
means an account held in the name of one or more individuals which is used for making and receiving Payment Transactions such as bank accounts, electronic money accounts and other types of payment account. For the avoidance of doubt the Account is a Payment Account.
Payment Initiation Services
has the meaning giving to it in regulation 2 of the PSR and is a service that allows a person to initiate Payment Transactions from Payment Accounts that person holds with other payment service providers.
Payment Order
means any instruction by the Customer to Bokes Ltd. requesting the execution of a Payment Transaction as detailed in clause 9.3.
Payment Transaction
the transfer of funds from a payer to a payee, regardless of any underlying obligation between the payer and the payee. For the avoidance of doubt an Instant Transaction is a type of Payment Transaction.
Privacy Policy
means Bokes Ltd.’s privacy policy available at: [INSERT LINK]
Prohibited Business
means any business that is involved in any of the following activities:
· the sale of weapons, arms or military supplies;
· trading in antiques, art, precious metals or gems;
· escort services, pornography or other adult entertainment;
· gambling;
· crypto currency related activities;
· financial services, whether regulated or unregulated;
· debt collection;
· any illegal activity; or
· any business activity that is outside of Bokes Ltd.’ risk appetite.
Prohibited Jurisdiction
has the meaning given to it in clause 6.4.
PSR
means the Payment Services Regulations.
Recurring Payment Transaction
means a Payment Transaction that is made at regular intervals such as weekly, monthly, quarterly or annually as specified on the applicable Payment Order.
Regulator
means the FCA, the Information Commissioner’s Office or any other regulatory or government body with jurisdiction over Bokes Ltd..
Supported Currencies
means pounds sterling (GBP), US dollars (USD), Euros (EUR), and Chinese Yuan (CNY).
Third Party Provider or TPP
has the meaning given to it in clause 15.1.
Transaction Fee
means the fee, or fees as the case may be, payable by the Customer to Bokes Ltd. for making a Payment Transaction as detailed in the Fees Page.
Website
means Bokes Ltd.’ website available at https://moneyboxs..com.
2.2 The following rules of interpretation apply to this Agreement:
2.2.1 clause headings shall not affect the interpretation of this Agreement;
2.2.2 any reference to a clause shall be to the relevant clause of this Agreement;
2.2.3 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
2.2.4 unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular;
2.2.5 a reference to legislation or a legislative provision is a reference to it as amended, extended, or re-enacted from time to time;
2.2.6 a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision;
2.2.7 a reference to writing or written includes email; and
2.2.8 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.
3 OPENING AN ACCOUNT
Eligibility
3.1 In order to be eligible for an Account the Customer shall be a business that has been trading in the UK for at least 3 months.
3.2 A Customer cannot open an Account if the Customer is:
3.2.1 a Prohibited Business;
3.2.2 a charity or other non-profit organisation;
3.2.3 a political organisation;
3.2.4 a government body;
3.2.5 a religious organisation; or
3.2.6 insolvent.
3.3 The person that opens an Account on behalf of the Company warrants that the Customer has authorised that person to do so.
Application and provision of information
3.4 In order to open an Account, the Customer shall submit an Application to Bokes Ltd. and agrees to provide Bokes Ltd. with such information it may reasonably require in order to open an Account for the Customer and agrees to enter into the Agreement. If the information the Customer provided as part of the Application changes it must notify Bokes Ltd. immediately and provide such additional information as Bokes Ltd. may reasonably request in order to be able to continue to provide the Account to the Customer.
3.5 Bokes Ltd. shall conduct credit and identity verification checks on the Customer in accordance with Applicable Law. This includes conducting such checks on the Customer’s directors, owners and Account Users and the Customer warrants that it shall inform such persons of the checks that will be conducted and share a copy of these Terms and the Privacy Policy with them which sets out how Bokes Ltd. processes personal data.
Acceptance/refusal to open an Account
3.6 Bokes Ltd. is not obliged to accept a Customer’s Application and may reject an Application for any reason, including but not limited to:
3.6.1 insufficient information being provided by the Customer;
3.6.2 the information provided by the Customer being incorrect, misleading or fraudulent, or Bokes Ltd. reasonably believes that it is;
3.6.3 concerns about the Customer’s ability to pay Fees and any amounts owed under the Agreement;
3.6.4 due to Applicable Law or rules or guidance issued by a Regulator; or
3.6.5 any other legitimate concern that entering into an agreement with the Customer may not be in the best interest of Bokes Ltd..
3.7 The Application decision shall be notified to the Customer by Bokes Ltd. using the email address provided by the Customer on the Application.
4 CORPORATE OPT OUT
4.1 If the Customer is a Large Business, the Customer agrees that the following regulations of Parts 6 and 7 of the PSR do not apply to, or are as varied in, these Terms:
4.1.1 regulations 40 to 62 (Part 6 Information Requirements for Payment Services) do not apply;
4.1.2 regulations 66(1), 67(3), 67(4), 75, 77, 79, 80, 83, 91, 92, 94 do not apply; and
4.1.3 regulation 74(1) is varied as set out in clauses 18 and 19.
5 USING THE ACCOUNT
Opening The Account
5.1 Bokes Ltd. will open an Account for the Customer once Bokes Ltd. has approved the Application and will send login details to the email address provided, by the person who submitted the Application and entered into the Agreement on behalf of the Customer (the Account Administrator), so that the Customer can access and use the Account via the Website or App.
5.2 The Account Administrator shall be able to use and access all features of the Account, including the ability to make and receive Payment Transactions, and will also be able to add persons, that the Customer authorises to use the Account on its behalf, who will also be given login details that will enable them to use the Account to make Payment Transactions (each an Authorised User).
5.3 Bokes Ltd. will treat all instructions received from an Account Administrator or Authorised User (each an Account User) as if they have been made by the Customer.
5.4 All Account Users must be of at least 18 years of age.
5.5 If the Customer wishes to withdraw authority from any Authorised User, the Account Administrator should do so via the Website or App immediately.
5.6 If the Customer wishes to replace or remove the Account Administrator an Authorised User should contact Bokes Ltd. as soon as possible as set out in clause 1.6.
5.7 The Customer shall only use the Account:
5.7.1 for purposes connected with the Customer’s business; and
5.7.2 in accordance with the provisions of this Agreement.
5.8 The Customer shall not use the Account:
5.8.1 for personal use;
5.8.2 in a way that is contrary to any restriction stated in this Agreement, or otherwise in a way that is not expressly permitted by this Agreement;
5.8.3 to make Payment Transactions on behalf of third parties;
5.8.4 for illegal purposes and/or in breach of Applicable Law;
5.8.5 in a way that could damage the reputation of Bokes Ltd.;
5.8.6 in a way that could adversely impact our systems or services and/or our ability to provide services to other customer; or
5.8.7 in a way that negatively impacts the ability of Bokes Ltd. to provide services to the Customer or any of Bokes Ltd.’ other customers.
6 ACCOUNT LIMITS AND RESTRICTIONS
6.1 Bokes Ltd. may limit the amount of Payment Transactions to the Customer’s Account, whether from the Customer or third parties, or the amount of Payment Transactions the Customer can make from the Account. This Agreement includes details of limits that apply in relation to certain types of Payment Transactions and the Website and App also contain information about this.
6.2 The Customer cannot make a Payment Transaction if the value of the Payment Transaction and the Fees payable to Bokes Ltd. for making it are greater than the Balance.
6.3 The minimum value of each Payment Transaction that the Customer can make is £50 (GBP), or foreign currency equivalent, and Bokes Ltd. reserves the right to reject any Payment Transaction with a value below this.
6.4 The Customer cannot use the Account to make Payment Transactions to, or receive Payment Transactions from or to, the countries, territories and jurisdictions listed on our Website at: [INSERT LINK] (each a Prohibited Jurisdiction).
6.5 The Customer can only make and receive Payment Transactions in the Supported Currencies.
7 KEEPING ACCOUNT DETAILS SAFE AND SECURE
7.1 Customer must ensure that it and each Account User:
7.1.1 takes all reasonable steps to keep Account login details safe at all times;
7.1.2 does not share Account login details with anyone, except when providing such login details to the relevant Account User;
7.1.3 does not keep its Account login details near a device they use to access the Account;
7.1.4 logs out of the Account after using it;
7.1.5 only uses devices to access the Account that are safe and secure and have not been compromised;
7.1.6 regularly updates software that is used to access the Account and that such software is safe and secure;
7.1.7 ensure any email account used to access the Account is safe and secure and not used by another person; and
7.1.8 changes the password used to access the Account regularly.
7.2 Customer shall be liable for the actions of all Account Users and Bokes Ltd. shall treat instructions received from an Account User as if the Customer made them.
7.3 Customer must ensure all Account Users are aware of and comply with this Agreement.
7.4 Customer must contact Bokes Ltd. immediately if it has concerns about an Account User and should, if possible, remove their access using the App or Website.
8 MAKING PAYMENT TRANSACTION TO THE ACCOUNT AND RECEIVING PAYMENT TRANSACTIONS FROM THIRD PARTIES
8.1 The Account is not a credit product so the Customer must load funds onto the Account so that Payment Transactions can be made from it.
8.2 Customer can load funds onto the Account immediately after Bokes Ltd. has notified Customer that the Account has been set-up by:
8.2.1 making a bank transfer to the Account using the Account details which can be accessed by an Account User logging into the Account; and
8.2.2 an Account User logging into the Account and making a card payment by providing the requested details.
8.3 The Customer shall also be able to receive Payment Transactions from a third party by:
8.3.1 for GBP payments, providing the third party with the bank account details and reference number made available to the Customer through the App and Website; or
8.3.2 for international payments in currencies other than GBP, providing the third party with the BIC, IBAN and reference number available to the Customer through the App and Website.
8.4 Bokes Ltd. shall only accept Payment Transactions made by third parties if such Payment Transactions relate to the business activities of the Customer and the Customer shall:
8.4.1 provide Bokes Ltd. with such information and documents as it may reasonably request to validate such Payment Transactions including, but not limited to:
(a) an invoice to which the Payment Transaction relates;
(b) an agreement to which the Payment Transaction relates; or
(c) such other information or documents that Bokes Ltd. may request in order to validate that the Payment Transaction relates to the business activities of the Customer.
8.5 Bokes Ltd. reserves the right to return or reject a Payment Transaction made to the Account by a third party if:
8.5.1 the Customer does not provide information in accordance with clause 8.4;
8.5.2 the Payment Transaction is made from a Prohibited Jurisdiction;
8.5.3 it is legally required to do so; or
8.5.4 it has concerns that the Payment Transaction may be fraudulent or not intended for the Account.
8.6 Bokes Ltd. will credit Payment Transaction made to the Account as soon as possible, and no later than by the end of the Business Day the Payment Transaction is received by Bokes Ltd..
9 MAKING PAYMENT TRANSACTIONS FROM THE ACCOUNT
9.1 Customer can make Payment Transactions from the Account to third parties that have a Payment Account.
9.2 The Account can be used by the Customer to make Payment Transactions in any of the Supported Currencies.
9.3 To make a Payment Transaction the Customer shall submit a Payment Order to Bokes Ltd. by an Account User:
9.3.1 logging into the Account using their login details;
9.3.2 selecting the option to make a Payment Transaction on the payment page;
9.3.3 entering the details of the Payment Transaction including:
(a) the amount and currency of the Payment Transaction;
(b) the name of the beneficiary (either company name or surname and first name of the individual);
(c) the details of the Payment Account of the beneficiary:
(i) for GBP payments this will require the bank sort code and account number of the beneficiary; and
(ii) for international payment to currencies other than GBP this will require the BIC and IBAN of the beneficiary;
(d) if the Customer wishes to make the Payment Transaction on a future date, the date on which the Payment Transaction is to be sent (each a Future Date Payment Transaction);
(e) if the Payment Transaction is to be a Recurring Payment Transaction the frequency and timings of such Recurring Payment;
(f) such supporting information and documents as Bokes Ltd. may reasonably request including, but not limited to:
(i) an invoice to which the Payment Transaction relates;
(ii) a contract with the beneficiary to which the Payment Transaction relates; or
(iii) such other information or documentation that Bokes Ltd. may reasonably request to evidence that the Payment Transaction relates to the business activities of the Customer;
9.3.4 reviewing and confirming the details of Payment Order; and
9.3.5 submitting the Payment Order.
9.4 Once Bokes Ltd. has received a Payment Order from the Customer it shall request that the Account User confirms that Payment Order by [INSERT VERIFICATION METHODS, E.G. CONFIRMATION VIA REGISTERED MOBILE DEVICE]. Once Customer has completed the verification the Payment Order will be authorised (Authorised and Authorisation shall be construed accordingly).
9.5 Bokes Ltd. shall only send an Authorised Payment Transaction if the Balance is sufficient to cover the value of the Payment Transaction and the Fees owed by Customer to Bokes Ltd. to make the Payment Transaction. If the Balance is not sufficient a Payment Transaction shall automatically be rejected.
9.6 It is important that the Account User ensures the details provided in the Payment Order are correct as Bokes Ltd. shall not be liable to the Customer for any loss it suffers if the details included in the Payment Order are incorrect.
9.7 It is the Customer’s responsibility to ensure any Payment Transaction it makes to a beneficiary from the Account is of sufficient value to meet any payment obligation it has to the beneficiary and Bokes Ltd. shall have no liability to the Customer if the Customer fails to do so.
10 MAKING PAYMENT TRANSACTIONS TO OTHER BOKES LTD. CUSTOMERS
10.1 The Customer can also make instant Payment Transactions to other customers of Bokes Ltd., each an Instant Transaction.
10.2 To make an Instant Transaction the Customer shall submit a Payment Order to Bokes Ltd. by an Account User:
10.2.1 logging into the Account using their login details;
10.2.2 selecting Pay Other Bokes Ltd. User on the payment page;
10.2.3 entering the details of the beneficiary including their name and username;
10.2.4 entering the currency and value of the Instant Transaction;
10.2.5 checking the details of the Payment Order; and
10.2.6 submitting the Payment Order.
10.3 Instant Transactions shall also be Authorised by [INSERT VERIFICATION METHODS, E.G. CONFIRMATION VIA REGISTERED MOBILE DEVICE].
10.4 Bokes Ltd. shall only send an Authorised Instant Transaction if the Balance is sufficient to cover the value of the Instant Transaction and the Fees owed by Customer to Bokes Ltd. to make the Instant Transaction. If the Balance is not sufficient an Instant Transaction shall automatically be rejected.
10.5 It is important that the Account User ensures the details provided in the Payment Order are correct as Bokes Ltd. shall not be liable to the Customer for any loss it suffers if the details included in the Payment Order are incorrect and once Authorised an Instant Transaction will immediately be sent to and credited to the account of the Bokes Ltd. customer and cannot, therefore, be cancelled once Authorised.
11 PAYMENT TRANSACTION TIMEFRAMES
11.1 Bokes Ltd. deems a Payment Order to be received:
11.1.1 if the Payment Order is submitted in Business Hours, on the Business Day it is submitted; or
11.1.2 if the Payment Order is submitted outside of Business Hours, on the next Business Day.
11.2 Once a Payment Transaction has been Authorised, Bokes Ltd. will send the Payment Transaction to the payment service provider (PSP) of the beneficiary:
11.2.1 for GBP to GBP Payment Transactions, immediately;
11.2.2 by the end of the next Business Day following receipt of the Payment Order if the beneficiary is based in the UK or EEA and the currency of the Payment Transaction is EUR;
11.2.3 by the end of the third Business Day following receipt of the Payment Order if the beneficiary is based in the UK or EEA and the currency of the Payment Transaction is not GBP or EUR;
11.2.4 as soon Bokes Ltd. is able to if the currency is neither GBP nor EUR and the beneficiary is neither in the UK nor EEA. The timing will depend on the location of the payment service provider of the beneficiary.
12 BOKES LTD. MAY DELAY OR REJECT PAYMENT TRANSACTIONS
12.1 Bokes Ltd. may reject or delay a Payment Transaction if:
12.1.1 the Balance is not sufficient to fund the Payment Transaction and Fees payable for making the Payment Transaction;
12.1.2 the amount of the Payment Transaction is in excess of any limit that applies to the Account;
12.1.3 a third party, prevents Bokes Ltd. from making the Payment Transaction, such as a bank or PSP Bokes Ltd. works with;
12.1.4 the Payment Order does not contain sufficient information or includes incorrect details, or the Customer has not provided Bokes Ltd. with the information required under clause 9.3.3(f);
12.1.5 the Payment Transaction is to a Prohibited Jurisdiction;
12.1.6 Bokes Ltd. has concerns about the security of the Account;
12.1.7 it would be in breach of Applicable Law; or
12.1.8 Bokes Ltd. has suspended the Customer’s access to the Account as set out in clause 26.1.
12.2 Bokes Ltd. will inform the Customer if it rejects or delays a Payment Transaction. If Bokes Ltd. rejects or delays a Payment Transaction it will, if possible, inform the Customer of such rejection or delay and, if possible, inform the Customer why it has done so and if there is anything the Customer can do to resolve the issue.
12.3 Automatic rejection of incoming Payment Transactions. Incoming Payment Transactions from a Prohibited Jurisdiction shall be automatically rejected and returned to the sender.
12.4 Bokes Ltd. shall not be held liable held by the Customer, or any other party connected to it, for any expense, damage, claim, costs, loss or equivalent resulting from the rejection or delay of a Payment Transaction.
13 ACCOUNT CURRENCY AND CURRENCY EXCHANGES
13.1 The Account is denominated in pounds sterling (GBP) (the Account Currency).
13.2 Foreign Payment Transactions made from the Account. If a Customer wishes to make a Payment Transaction to a Payment Account that is denominated in a currency other than the Account Currency the Customer can choose to either:
13.2.1 send the Payment Transaction in the Account Currency in which case the exchange rate will be set by the payment service provider of the Payment Account and Bokes Ltd. shall have no control over this; or
13.2.2 request that Bokes Ltd. exchanges funds into the currency of the Payment Account at the exchange rate offered to the Customer when it submits a Payment Order,
and in either case the Customer shall pay an Exchange Fee.
13.3 Foreign Payment Transactions made to the Account. If the Customer receives a Payment Transaction in a currency other than the Account Currency, and that currency is a Supported Currency, Bokes Ltd. shall exchange the Payment Transaction into the Account Currency at the exchange rate set by the financial institutions it works with. The Customer will be able to view the exchange rate applied immediately after the Payment Transaction has been credited to the Account by logging into the Account either through the Website or App.
13.4 Exchange rates change due to market conditions and the currencies involved and Bokes Ltd. shall not be liable to the Customer in relation to any loss it suffers as a result of a currency exchange made in relation to Payment Transactions made to or from the Account.
14 CANCELLATION OF PAYMENT ORDERS
14.1 Once an Account User has Authorised a Payment Transaction it cannot be cancelled, or revoked, unless it is a Future Dated Payment Transaction. A Customer who wishes to cancel a Future dated Payment Transaction must notify Bokes Ltd. using the Website or App no later than the Business Day prior to the date of the Future Dated Payment Transaction.
14.2 A Customer may request to cancel any other Authorised Payment Transaction within a reasonable time from its execution but Bokes Ltd. does not guarantee that the cancellation will take effect. Each cancellation shall be individually assessed.
15 PAYMENT INITIATION AND ACCOUNT INFORMATION SERVICES PROVIDED BY THIRD PARTIES (OPEN BANKING)
15.1 The Customer may be able to access information about its Account, or initiate Payment Transactions from the Account through another payment service provider, who are often referred to as Third Party Providers or TPPs, if the TPP offers Payment Initiation Services and/or Account Information Services. TPPs must be authorised by the FCA in order to provide such services and the Customer can check the Financial Services Register to see if a TPP is authorised.
15.2 If the Customer initiates a Payment Transaction via a TPP this Agreement will still apply to the Payment Transaction.
15.3 Bokes Ltd. may block a Payment Transaction initiated through a TPP if:
15.3.1 it has concerns about fraud or the security of the Account;
15.3.2 the TPP does not have the required authorisation; or
15.3.3 it is required to do so by Applicable Law or a Regulator.
15.4 If Bokes Ltd. blocks a Payment Transaction Initiated through a TPP it shall inform the Customer of this either before or immediately after the Customer attempts to initiate the Payment Transaction by contacting the Customer or by contacting the Account User who attempted to initiate the Payment Transaction directly.
15.5 Bokes Ltd. shall unblock the Payment Transaction and/or the TPP concerned as soon as the reason for applying the block no longer applies.
15.6 The Customer can contact Bokes Ltd. if it has concerns about a TPP or wishes to block a TPP.
16 STATEMENTS AND ACCOUNT INFORMATION
16.1 All Payment Transactions made to and from the account can be viewed by the Customer at any time either on the Website or App. Payment Transaction statements, which display both Payment Transactions and any Fees paid by the Customer, will be made available to the Customer via the Website and App on a monthly basis.
16.2 The Customer can also view and update Account information using the Website or App including changing the details of Account Users as well as removing and adding Account Users.
17 NOTIFYING BOKES LTD. OF UNAUTHORISED TRANSACTIONS AND ACCOUNT SECURITY CONCERNS
17.1 It is important that the Customer and all Account Users ensure they keep login details safe and secure at all times as set out in clause 7.
17.2 Customer shall regularly check Payment Transactions made to and from the Account by logging into the Account either via the App or Website and viewing the Payment Transaction history and/or statements.
17.3 The Customer must notify Bokes Ltd. immediately by calling on [INSERT NUMBER] [or emailing: [INSERT EMAIL]] if:
17.3.1 the Customer, or any of its Account Users, did not Authorise a Payment Transaction that has been made from the Account;
17.3.2 the Customer suspects the Account has been used fraudulently;
17.3.3 any of the login details used by Account Users to access the Account have been lost, stolen, compromised or misappropriated; or
17.3.4 the Customer, or any of its Account Users, have concerns about the security of the Account.
18 NOTIFYING BOKES LTD. OF OTHER PAYMENT ISSUES (OTHER THAN SECURITY CONCERNS AND UNAUTHORISED PAYMENT TRANSACTIONS)
18.1 Bokes Ltd. will always try and ensure Payment Transactions are processed correctly and on time but occasionally things may go wrong. The Customer should regularly check its Account to ensure all Payment Transactions are made correctly and on time and contact Bokes Ltd. if it identifies that a Payment Transaction has been incorrectly executed which includes the Payment Transaction being:
18.1.1 sent to the wrong Payment Account;
18.1.2 for an incorrect amount;
18.1.3 sent on the wrong date;
18.1.4 sent late;
18.1.5 not sent at all; or
18.1.6 not received by the recipient,
together and individually being a Defective Payment Transaction.
18.2 If the Customer is a Large Business it must notify Bokes Ltd. as soon as possible of becoming aware of a Defective Transaction and in any event within 60 days of the date of the Payment Transaction concerned.
18.3 If the Customer is not a Large Business it must notify Bokes Ltd. as soon as possible of becoming aware of a Defective Payment Transaction and in any event within 13 months of the date of the Payment Transaction concerned.
19 REFUNDS, RETURNED PAYMENTS AND LIABILITY
19.1 The Customer may be entitled to a refund if an unauthorised Payment Transaction has been taken from the Account or if a Payment Transaction has not been executed properly. This will depend on whether or not the Customer is a Large Business as set out below.
19.2 If the Customer is a Large Business and notifies Bokes Ltd. of an unauthorised Payment Transaction:
19.2.1 Bokes Ltd. may refund the unauthorised Payment Transaction to the Account and put the Account back in the position it would have been if the unauthorised Payment Transaction not been made; or
19.2.2 Bokes Ltd. shall not refund the Payment Transaction if the Customer, or any of its Account Users, did not keep Account details safe in accordance with clause 7 or if the Customer has acted fraudulently.
19.3 If the Customer is not a Large Business and notifies Bokes Ltd. of an unauthorised Payment Transaction:
19.3.1 Bokes Ltd. shall refund the unauthorised Payment Transaction to the Account immediately and repay the Customer any charges it incurred as a result of the Payment Transaction being taken from the Account provided that:
(a) the Customer, or any of its Account Users, could not have known that its login details were at risk of being misused;
(b) the Payment Transaction happened because of the actions of Bokes Ltd., or a person Bokes Ltd. is responsible for; or
(c) the Payment Transaction was made after the Customer notified Bokes Ltd. that another person knew its Account login details; or
19.3.2 Bokes Ltd. shall not refund the Payment Transaction if the Customer, or any of its Account Users, acted fraudulently or with gross negligence in relation to keeping the Account details and login details safe.
19.4 If the Customer is a Large Business and notifies Bokes Ltd. of a Defective Payment Transaction:
19.4.1 if the Payment Transaction is not received by the person it was intended for, and that person is in the UK or EEA, Bokes Ltd. shall refund the Defective Transaction to the Account and may also refund charges the Customer incurred as a result of the mistake provided the Customer notified Bokes Ltd. in accordance with clause 18.
19.5 If the Customer is not a Large Business and notifies Bokes Ltd. of a Defective Payment Transaction:
19.5.1 if the Payment Transaction is not received by the person it was intended for, and that person is in the UK or EEA, Bokes Ltd. shall refund the Defective Payment Transaction to the Account and may also refund charges the Customer incurred as a result of the mistake provided the Customer notified Bokes Ltd. in accordance with clause 18.
19.6 Reversing refunds. Bokes Ltd. may reverse a refund it has made to the Account if Bokes Ltd. has made a refund in respect of either an unauthorised Payment Transaction or a Defective Payment Transaction and Bokes Ltd. later determines that the Customer was not entitled to the refund. The amount of the refund will be taken from the Balance of the Account and if the Balance is not sufficient the Customer shall load additional funds to cover the amount owed to Bokes Ltd. immediately upon being notified by Bokes Ltd. of the issue.
19.7 Customer liability for refunds of unauthorised Payment Transactions. If the Customer is not a Large Business it shall be liable for up to £35 of any unauthorised Payment Transactions made before the Customer notified Bokes Ltd. in accordance with clause 17.
19.8 Returned Payment Transactions involving a currency exchange. If the Customer makes a Payment Transaction to a Payment Account from the Account that involves a currency exchange, and that Payment Transaction is returned Bokes Ltd. shall convert it into the original currency using the relevant exchange rate that applies at the time. This may result in the amount being paid into the Account being less or more than when the Payment Transaction was made, and Bokes Ltd. shall not be liable to the Customer if it is less.
Bokes Ltd.’ liability to the Customer if something goes wrong and the Customer suffers losses
19.9 Unless the Customer has incurred loss because Bokes Ltd.:
19.9.1 acted fraudulently or negligently;
19.9.2 failed to meet its obligations, either under this Agreement or Applicable Law, to process Payment Transactions into or out of the Account unless this was due to events beyond the control of Bokes Ltd.;
19.9.3 failed to perform its obligations under this Agreement and the Customer suffered losses as a direct result of its failure to do so; or
19.9.4 deliberately failed to do something it was required to,
Bokes Ltd. shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise in Connection to this Agreement, for:
19.9.5 any loss of profit, sales, revenue, or business;
19.9.6 loss of anticipated savings;
19.9.7 loss of or damage to goodwill or reputation;
19.9.8 loss of agreements or contracts;
19.9.9 loss of opportunity;
19.9.10 loss of use or corruption of software, data or information;
19.9.11 any loss arising out of the lawful termination of this Agreement or any decision not to renew its term; or
19.9.12 consequential loss.
19.10 Bokes Ltd. shall not be liable for any loss suffered by the Customer, either directly or indirectly, as a result of:
19.10.1 the actions or omissions of a third party;
19.10.2 services or information provided by third parties;
19.10.3 the actions of an Account User;
19.10.4 the Customer providing incorrect or incomplete information; or
19.10.5 any delays or interruptions.
19.11 Total liability cap. The total liability of Bokes Ltd. in respect of all loss or damage arising under or in connection with this Agreement, excluding liability for refunds, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed an amount equal to the Fees paid to Bokes Ltd. during the 12 month period immediately preceding the event giving rise to the claim, or if the Agreement has not been in existence for 12 months an amount equal to the monthly average of Fees paid multiplied by 12.
19.12 Notwithstanding any other provision of this Agreement, Bokes Ltd.’s liability shall not be limited in any way in respect of death or personal injury caused by negligence or any other losses which cannot be excluded or limited by applicable law.
19.13 Bokes Ltd. is a payment services provider and shall not be liable to the Customer or any third party in relation to the underlying contract or arrangement to which a Payment Transaction relates.
20 FEES
20.1 Customer agrees to pay the Fees in return for Bokes Ltd. providing the Account and allowing the Customer to make and receive Payment Transactions. The Fees payable are detailed on Bokes Ltd.’ Fees Page as may be updated from time to time in accordance with clause 27.
20.2 Transaction Fees will be deducted from the Account Balance when a Payment Transaction is made.
20.3 Recurring Fees will be deducted from the Account every month.
20.4 The Customer shall be issued an invoice each month which will state the date on which the Recurring Fees will be deducted from the Account.
20.5 The Customer must ensure the Account has sufficient Balance to cover the payment of Fees including the Recurring Fees.
20.6 Bokes Ltd. may amend the Fees by providing notice in writing to the Customer’s email address, as provided by the Customer on the Application or updated by the Customer from time to time, at least two months prior to the changes taking effect.
20.7 The Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable and owed to the Customer.
20.8 If Bokes Ltd. is unable to collect any Fees the Customer owes it on or by the respective due date for payment, Bokes Ltd. shall charge interest on the overdue amount at the rate of [4]% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay Bokes Ltd. the interest owed together with the overdue amount.
21 ACCOUNT AND SYSTEM MAINTENANCE
21.1 The Account, Website and App are provided ‘as is’. There may be times when our App and Website are unavailable for use due to maintenance, repairs or upgrades to Bokes Ltd. systems or the systems of any party Bokes Ltd. works with to provide services to its Customers including use of and access to the Account. Bokes Ltd. will aim to notify the Customer in advance of any maintenance work but may not always be able to do so. The Customer should contact Bokes Ltd. if it is unable to access or use the Account or make Payment Transactions.
22 PROTECTION OF CUSTOMER MONEY
22.1 If funds are paid into the Customer’s Account, either by the Customer or a third party pay, Bokes Ltd. shall protect the funds by either:
22.1.1 placing the funds into a bank account that is separate from the bank account of Bokes Ltd.; or
22.1.2 investing the funds in low-risk assets, approved by the FCA, held in a separate account with a financial institution.
This process is called Safeguarding.
22.2 Safeguarding is a regulatory requirement that helps protect the Customer’s money if Bokes Ltd. becomes insolvent by keeping the funds separate from Bokes Ltd. own.
22.3 The Account is not a bank account, and the Customer will not earn interest on any funds held in the Account.
22.4 The Account is not covered by the Financial Services Compensation Scheme.
23 CONFIDENTIALITY
23.1 Each party agrees that it will keep confidential and not disclose, whether directly or indirectly, any confidential information belonging to the other.
23.2 This duty of confidentiality will remain in effect for the duration of the Agreement and for two (2) years following the termination of this Agreement.
23.3 Each party may disclose the other party's confidential information 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 this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers (including Account Users) to whom it discloses the other party's confidential information comply with this clause 23.
23.4 This duty of confidentiality does not apply to information that:
23.4.1 is or may become available to the public;
23.4.2 obtained from a third party who is free to disclose it;
23.4.3 a party is required by law to disclose to a Regulator or other party as required.
24 COLLECTION AND PROCESSING OF PERSONAL DATA AND THE BOKES LTD. GROUP
24.1 By entering into this Agreement with Bokes Ltd. the Customer agrees to Bokes Ltd. processing personal data in accordance with Bokes Ltd.’ Privacy Policy, Cookies Policy and as set out in this Agreement.
24.2 Bokes Ltd. should ensure it gains the consent of each Account User to provide their personal data to Bokes Ltd. for the purpose of the Account User accessing and using the Account, and that the Account User agrees to their personal data being processed as set out in this Agreement and the Privacy Policy.
24.3 Bokes Ltd. works with other members of the Bokes Ltd. Group and third parties, such as financial institutions, in order to provide services to the Customer including the provision of the Account and the ability of the Customer to make and receive Payment Transactions. The Privacy Policy provides further detail in relation to the processing and sharing of personal data with Bokes Ltd. Group Companies and third parties.
25 CONTRACT START AND DURATION
25.1 This Agreement comes into effect when Bokes Ltd. emails the Customer to confirm it has accepted the Customer’s Application and opened an Account for the Customer. The Agreement will continue until terminated by either the Customer or Bokes Ltd. in accordance with the terms of this Agreement.
26 TERMINATION, SUSPENSION AND INACTIVE ACCOUNTS
26.1 Bokes Ltd. may either terminate this Agreement or suspend the Customer’s use of or access to the Account immediately if:
26.1.1 the Customer has broken this Agreement;
26.1.2 Bokes Ltd. has concerns about the security of the Account and/or the Customer’s use of the Account;
26.1.3 the Customer has not paid one or more Fees that it owes Bokes Ltd.;
26.1.4 Bokes Ltd. has rejected one or more Payment Transactions in accordance with clause 12;
26.1.5 the Customer has not provided Bokes Ltd. with information it has requested as under clause 9.3.3(f) or such information is inaccurate, expired or incomplete;
26.1.6 the Customer has been declared bankrupt or insolvent, is being wound up, or a special mediator or insolvency administrator is nominated to initiate rehabilitation or liquidation proceedings in relation to the Customer or a similar event is taking place;
26.1.7 the Customer has communicated false information to Bokes Ltd. or third parties;
26.1.8 the Customer engages in illegal activity including, but not limited to, the commission of offences relating to money laundering or financing of terrorism;
26.1.9 the Customer is abusive towards, makes threats to, or acts in any way which is offensive to any employee or agent of Bokes Ltd.;
26.1.10 Bokes Ltd. believes that it would be in breach of Applicable Law, including those relating to money laundering and the financing of terrorism, if it did not do so;
26.1.11 Bokes Ltd. is required to do so by:
(a) any Applicable Law;
(b) any Regulator; or
(c) a court;
26.1.12 the Customer has not paid Bokes Ltd. any amount owed to it under this Agreement;
26.1.13 changes are made to Applicable Law, or a Regulator makes changes to its rules or guidance, which mean Bokes Ltd. can no longer provide the Account to the Customer;
26.1.14 partners that Bokes Ltd. work with in order to provide services to the Customer are no longer able to provide services to Bokes Ltd.; or
26.1.15 Bokes Ltd. reasonably believes that it would adversely impact its business and/or reputation if it did not.
26.2 If Bokes Ltd. does suspend or terminate the Account it will notify the Customer in advance or will otherwise notify the Customer immediately after it has done so, unless to do so would be a breach of Applicable Law. Where applicable Bokes Ltd. will notify the Customer of the actions it may be able to take so that the suspension can be lifted, and the Customer can access and use the Account.
Inactive Accounts
26.3 If no Payment Transactions are made to or from an Account for a period of 180 days:
26.3.1 the Account shall be deemed to be inactive, and Bokes Ltd. shall be entitled to close the Account and terminate the Agreement with the Customer;
26.3.2 Bokes Ltd. shall notify the Customer that their Account is inactive and that it shall close the Account and terminate this Agreement if there is no further activity within 180 days of the notification;
26.3.3 the notice shall inform the Customer of the amount available in their inactive Account, if applicable, and how the funds can be returned to the Customer; and
26.3.4 the Customer shall be entitled to advise Bokes Ltd. of an earlier date of closure of the Account, and termination of the Agreement, until the end of the notice period of 180 days.
26.4 Bokes Ltd. will not be liable for any expense, damage, claim, cost, loss or equivalent resulting from Account suspension or termination of this Agreement.
Either party can terminate by notifying the other
26.5 The Customer may terminate this Agreement by giving Bokes Ltd. at least one month’s prior notice in writing by sending notice to Bokes Ltd. by post or courier to its address or by sending an email to Bokes Ltd. using the contact details set out in clause 1.6: [INSERT EMAIL ADDRESS AND/OR ANY OTHER METHODS OF NOTIFYING OF TERMINATION].
26.6 Bokes Ltd. may terminate this Agreement by giving the Customer at least two months’ prior notice by sending written notice to Customer by post or courier or by sending an email to the Customer's email address, as provided in the Application or as updated by the Customer from time to time.
Consequence of termination
26.7 Upon termination of this Agreement:
26.7.1 the Customer will no longer be able to make Payment Transactions after the effective termination date;
26.7.2 the Account will be closed, and Bokes Ltd. will return any remaining funds to the Customer within 14 days of termination;
26.7.3 if a Payment Transaction has been made to the Account and is subsequently legitimately revoked by the payment service provider that sent it the Customer shall be liable to Bokes Ltd. for the full amount of the Payment Transaction immediately upon request from Bokes Ltd.;
26.7.4 Future Dated Payment Transactions initiated before the termination date will not be executed if their execution date is on or after the termination date; and
26.7.5 any Payment Transactions with an execution date before the termination date will be honoured provided they meet the criteria in clause 9.
27 CHANGING THIS AGREEMENT
27.1 Bokes Ltd. may change this Agreement, including any Fees, by giving the Customer at least two (2) months’ prior notice by sending an email to the email address the Customer provided on the Application, or as updated by the Customer from time to time.
27.2 If the Customer is not happy with the proposed changes the Customer is entitled to terminate the Agreement before the changes take effect by sending an email to Bokes Ltd. using the email address set out in clause 1.6.
27.3 If the Customer does not contact Bokes Ltd. by the date the changes are due to take effect, the Customer will be deemed to have accepted the changes.
27.4 If Bokes Ltd. is required by Applicable Law or a Regulator to change the Agreement, or any part of it, immediately:
27.4.1 the changes will be deemed to have been made to the Agreement immediately, or as soon as required by Applicable Law;
27.4.2 Bokes Ltd. shall notify the Customer of the changes as soon as possible; and
27.4.3 Bokes Ltd. shall not be required to provide two months’ notice to the Customer.
28 GENERAL
28.1 Assignment. Bokes Ltd. can transfer its right adds obligations under the Agreement to a third party at any time. The Customer can only transfer its rights and obligations under this Agreement to a third party if Bokes Ltd. agrees to this.
28.2 Third party rights. Nobody else has any rights under this Agreement. This Agreement is between the Customer and Bokes Ltd.. Nobody else can enforce it and neither of the parties will need to ask anybody else to sign-off on ending or changing it.
28.3 Severance.If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
28.4 If any provision or part-provision of this Agreement is deemed deleted under clause 28.3, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
28.5 English language. This Agreement is written in English and Bokes Ltd. shall communicate with the Customer, and its Account Users, in English. In the event that the Agreement is translated into any other language, whether for the Customer’s convenience or otherwise, the English language version shall prevail if there are any conflicts or issues of interpretation.
28.6 Governing law. This Agreement and all matters arising from or connected with this Agreement is governed by English law.
28.7 Jurisdiction. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement each of the parties irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to proceedings in such courts.
28.8 Customer may be eligible for redress for any dispute and matter arising out of or in connection with this Agreement through the dispute resolution mechanism provided by the Financial Ombudsman Service (please see clause 29 below for further details).
29 HELP, INFORMATION AND COMPLAINTS
29.1 If the Customer has any queries or a complaint please contact Bokes Ltd. either by email or by phone using the contact details set out in clause 1.6.
29.2 Bokes Ltd. will not accept complaints pertaining to relations between Customers or between a Customer and a third party. This clause of the Agreement only covers complaints relating to the Account provided by Bokes Ltd..
29.3 If the Customer experiences a problem, Bokes Ltd. will always seek to resolve it as quickly and efficiently as possible. However, if the Customer is unhappy and would like to make a complaint, please refer to the Bokes Ltd. Complaints Policy which can be found on our website at: [INSERT LINK]. The Complaints Policy contains details of Bokes Ltd.’ internal process for dealing with complaints promptly and fairly.
29.4 If the Customer make a complaint Bokes Ltd. will investigate the matter and try to resolve it as soon as possible. Complaints will be recorded for training and monitoring purposes as well as for improving the services it provides to the Customer and others. Bokes Ltd. is required to submit anonymised summaries of complaints it has received to its Regulator on a periodic basis.
29.5 If the Customer is not happy with the final response provided by Bokes Ltd. and is eligible to do so, it may be able to refer its complaint to the Financial Ombudsman Service who’s contact details are as follows:
29.5.1 address: Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London E14 9SR;
29.5.2 Website: https://www.financial-ombudsman.org.uk/contact-us/complain-online;
29.5.3 email address: [email protected]; or
29.5.4 telephone +44 800 023 4567.
29.6 The Customer can check if they are eligible to refer a complaint to FOS on its website.
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