Terms of Service

1. Contract formation, purpose and overview

Unless otherwise stated, capitalised words are defined in Clause 2.

In this Agreement, the terms "Spend", "we", "us", and "our" refer to Spend International Ltd and "you", "your" refer to any person who accesses and/or uses the Services and is bound by this Agreement.

By accessing, registering for and using the Services, you agree to be bound by this Agreement.

This Agreement has no fixed term. The Services are offered with no minimum duration and will continue in force until terminated in accordance with Clause 18.

The language of the Agreement is English, and all Services carried out in connection with it will be English.

The Personal Account is offered only for your personal use.

It is important that you understand that access and use of the Services is conditional on your acceptance of this Agreement. You can request a copy of the Agreement at any time via post or email. Please send an email to support@spend.co if you want a copy of this Agreement.

2. Definitions

In this Agreement, the below terms shall have the following meaning(s):

• "Agreement" has the meaning set out in Clause 1.2;
• "Applicable Laws" means the applicable laws and regulations of the United Kingdom or the jurisdiction from which funds are transferred or where funds are intended to be received, including those which relate to payment services including, without limitation, the Financial Services and Markets Act, 2000, the Electronic Money Regulations 2011 and the Payment Services Regulations 2017;
• "Application" means the Spend mobile phone application operated by us to provide the Personal Account;
• "Business Day" means any day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business and on which we are open for business as required for the execution of a payment transaction;
• "Cardholder" means each individual who holds a Spend Card;
• "e-money" means electronic money held in your Personal Account;
• "Fees Schedule" has the meaning set out in Clause 1.2;
• "Force Majeure Event" means any event preventing us from performing any or all of our obligations under this Agreement which arises from or is attributable to acts, events, omissions or accidents beyond our reasonable control that we are unable to avoid;
• "FOS" has the meaning set out in Clause 24.3;
• "Inbound Transaction" means using the Services to receive funds from a Sender, from another Personal Account or another type of account held with a third party, into your Personal Account;
• "Outbound Transaction" means using the Services to transfer funds from your Personal Account to a Recipient, to another Personal Account or another type of account held with a third party;
• "Payment Instruction" means a specific instruction from you using the Platform to make an Outbound Transaction;
• "Payment Instrument" means any payment devices accepted on the Platform such as a debit card, credit card, or Personal Account;
• "Introducer" means any third party which introduces you to Spend to purchase services from us in return for commission;
• "Personal Account" means a virtual multi-currency non-interest-bearing payment account provided by us to you, and which allows you to: make Outbound Transactions; receive funds under Inbound Transactions; see a record of Transactions; and convert the funds between different currencies we make available from time to time ("Settlement Currencies");
• "PIN" means your four digit personal identification number for use with the Spend Card;
• "Platform" has the meaning set out in Clause 3.1;
• "Prohibited Purpose" means any unlawful purpose (whether such illegality arises in the country from which the funds are transferred or where they are intended to be received or in any territory with jurisdiction over Spend, the Sender or the Recipient) including, without limitation, the transfer or receipt of payment for illegal activities, the transfer of funds which constitute proceeds of crime or money laundering under the Proceeds of Crime Act 2002 (or equivalent), or which are obtained by illegal activity, the transfer of funds for the purpose of funding illegal activity, the transfer of funds for the purpose of avoiding the seizure of such funds by law enforcement authorities or under orders of any court of law, and any transfer of funds without the permission of their owner;
• "Programme Manager" means the party to which we assign the license to access and utilise Spend's platform services;
• "Recipient" means the person (which could be you or another person) who receives (or intends to receive) the money transfer through the Services;
• "Sender" means the person who initiates the transfer of funds to the Personal Account;
• "Services" has the meaning set out in Clause 3.1;
• "Service Charge" means a charge applied monthly, on the first day of the month, to your Personal Account for servicing your account. This is only applicable to accounts held outside of the UK and European Economic Area as set out in the Fees Schedule in Clause 1.2;
• "Spend Card" means a payment instrument issued by Spend under this Agreement. This Spend Card is one of the ways in which you can access e-money in your Personal Account for the purposes of making payments;
• "Transactions" means both Inbound Transactions and Outbound Transactions;
• "Transaction Amount" means, as appropriate: the amount of funds received from the Sender as part of an Inbound Transaction, or the amount of funds you specified you want to transfer to a Recipient as part of an Outbound Transaction. In each case, the Transaction Amount excludes any applicable Transaction Fee and is the amount displayed by us on the Platform prior to any foreign exchange conversion;
• "Transaction Fee" has the meaning set out in Clause 8.5;
• "Transaction History" means the record of your Transactions which are accessible through the Platform;
• "UK" means the United Kingdom; and
• "Website" means our public website https://uk.spend.com/ operated by Spend to provide the Personal Account.

3. Payment and E-Money services

The services we will provide to you are the provision of the Personal Account which you will be able to access and use on the Website and the Application (together, the "Platform") (the "Services").

You do not need to register for a Personal Account in order to visit most areas of our Platform. However, to use the Services and access the restricted areas of our Platform you will need to register and set up Personal Account with us.

Although Spend is regulated by the Financial Conduct Authority, we are not regulated in the same way as a bank. As an electronic money institution, we hold your money in secure safeguarded bank accounts. Safeguarding segregates your funds from our own by placing your funds in a separate account. This protects your funds and ensures your funds can only be used to complete the payment as instructed, or should that be impossible, the funds are returned to the original payer.

We will use reasonable care and skill in providing the Services to you, but you should bear in mind that your payments do not carry the benefit of any interest and that our Services do not have the benefit of any government-backed insurance, guarantee or compensation scheme (for example, no compensation is available from the Financial Services Compensation Scheme if we are unable to meet our liabilities) and the relationship of Spend with you is not that of a bank or trustee.

4. Adding money to your Personal Account

You can add money to your Personal Account in a Settlement Currency.

You can add money via a bank transfer using the details (including your IBAN and sort code) displayed on the Platform. When we receive the money, we will add the equivalent value of e-money to your Personal Account.

You can also add funds to your Personal Account using a debit or credit card.

5. Receiving Inbound Transactions

We will make the Transaction Amounts received through Inbound Transactions available to you immediately after we receive these Transaction Amounts from the Sender's payment service provider.

Beneficiary names on inbound payments are checked to the account name maintained by Spend. If the name does not match the funds will be returned to source.

6. Redeeming E-Money

If you would like to redeem any e-money held in your Personal Account, you can do so in part or in full at any time, other than where we:

• believe that you have acted fraudulently; and/or
• we are prohibited from doing so by any applicable law, regulation, court order or instruction or guidance of a regulatory authority or agency.

The e-money can only be redeemed by submitting a Payment Instruction to transfer the funds to a different account you hold with another institution or by making a payment transaction to a third party. You cannot redeem the e-money in cash, save for cash withdrawals via your Spend Card (if you are issued with one) as set out in Clause 7 below. You acknowledge that redemptions will be made in the currency of the Payment Instruction in accordance with clause 8.3.

7. Spend Card

You can make an application to request a Spend Card via the Platform. We may approve or reject this request at our discretion.

A Spend Card is an e-money prepaid single currency card, with the currency being Pounds Sterling. It is not a credit, charge or debit card. The Spend Card can be used to make withdrawals at cash machines.

The Outbound Transaction amount of the Spend Card will be limited to the amount of e-money in the Personal Account, or as we specify in our correspondence to you in connection with your Spend Card, whichever is less.

A maximum of one Spend Card can be issued for your Personal Account, and only in your name as the account holder.

The Spend Card linked to a Personal Account must be in the name of the Cardholder. We must verify the identity of the Cardholder and carry out anti-money laundering and identity verification checks before we issue a Spend Card to that Cardholder.

Upon approval of the request for a Spend Card, the Spend Card will be sent to the address provided by the Cardholder via first class post.

When you receive the Spend Card in their name, they must sign it immediately and activate it before it can be used. More details and instructions on this will be included along with the documentation delivered with the Spend Card.

Transactions made in a currency other than Pounds Sterling will be automatically debited from your Personal Account in Pounds Sterling at the most recent applicable conversion rate set by card scheme provider.

Security of the Spend Card

Each Spend Card will have a PIN for cash withdrawals and to authorise retail sales transactions. Further details on this will be included along with the documentation delivered with the Spend Card.

Cardholders must do all that they reasonably can to keep their Spend Card and its PIN and other security details secret and safe from theft or use by any third party at all times.

A Cardholder should never reveal their PIN to anybody. We will not reveal your PIN to a third party and will never ask a Cardholder for their PIN.

If you believe that someone else knows your Personal Account or Spend Card security details, you should contact us immediately using the details set out in clause 12.7.

Failure to comply with clauses 7.10 – 7.12 above may affect your liability to reclaim any losses. We will not reimburse you for losses in the event that we can show that you have intentionally failed to keep your PIN safe or have acted fraudulently, negligently or with undue delay.

You should check the details of the Transactions and the Transaction History regularly on the Platform. If you notice a Transaction that seems to be wrong, please notify us as soon as possible. Clause 11 will apply depending on the circumstances of the incorrect Transaction.

Spend Card Expiry

The expiry date of each Spend Card is printed on the front of the Spend Card. Cardholders will not be able to use the Spend card if it has expired. We reserve the right to reissue new Spend Cards to Cardholders whose Spend Cards have expired.

If, after expiry of a Spend Card, you do not receive a new Spend Card from us and you would like to apply for a new Spend Card, please do so via the Platform.

Loss or damage to your Spend Card

If your Spend Card is damaged, lost or malfunctions, contact our customer service team.

If you find or retrieve a Spend Card that you previously reported as lost or stolen, you must notify us immediately.

8. Making Outbound Transactions

Our Services allow you to make Outbound Transaction to any of the countries in which we operate.

We are always expanding our list of supported countries, so please visit our list on our Website on https://uk.spend.com/ or from the drop-down list in the Application itself for the most up to date information.

When you want to make an Outbound Transaction, you will need to provide a Payment Instruction through the Platform. As part of the Payment Instruction, you will need to provide certain identifiers which will be displayed on the Platform, including the Recipient's full name, address, sort code, account number, the country of their bank, the Bank Identifier Code ("SWIFT" OR "BIC"), a reference (if applicable) and the Transaction Amount.

It is solely your responsibility to make sure all the Payment Instruction details are accurate before submission. Providing inaccurate details will cause delays in processing your Outbound Transaction or can lead to your Outbound Transaction failing.

Before you can submit a Payment Instruction, we will confirm the amount of any associated fees that we will charge for the Outbound Transaction (the "Transaction Fee") (the basis on which the Transaction Fee is calculated is set out in the Fee Schedule) and a unique transaction identification number will be generated. The Transaction Fee will be deducted directly from your Personal Account.

Before you can submit a foreign exchange Payment Instruction, in addition to the Transaction Fee we will also provide you with the foreign exchange conversion rate that will be applied to your Transaction Amount as per Clause 14 below.

Once you confirm the foreign exchange conversion, the Platform will allow you to submit your Payment Instruction to us. Once you submit the Payment Instruction you will be deemed to have authorised this Outbound Transaction and have authorised us to execute it.

Once a Payment Instruction has been submitted, we are not able to change or cancel the transaction other than under your instructions as per Clause 8.9 or the circumstances listed in Clause 9.1 below.

You may withdraw a Payment Instruction only if the Outbound Transaction is approved for a future date (for example, if you set up a regular payment) by confirming this through the Platform by the end of the Business Day before the transaction is due to be made. We may charge you a fee for withdrawing a Payment Instruction, the details of this fee will be set out in the Fee Schedule.

If you submit your Payment Instruction on a Business Day before 4pm we will process your Payment Instruction on that day. If you make the request on a non-Business Day or after 4pm, we'll process your Payment Instruction on the next Business Day.

If we have agreed to make the Outbound Transaction on a future date, when the future date is a Business Day, we will process your Payment Instruction on the day you've agreed with us; when the future date is a non-Business Day, we'll process your Payment Instruction on the next Business Day after the day that you have set for making the future payment.

You acknowledge and agree that Spend is only responsible for ensuring that the Transaction amounts reach the Recipient's payment service provider in accordance with the timings set out above. We cannot be held liable for any delay in onward payment by the Recipient's payment service provider to the Recipient.

9. Performance of the Transaction

We reserve the right to refuse to perform a Transaction (including after our confirmation) if:

• there are insufficient funds in your Personal Account to cover the Transaction Amount (either before or after the foreign currency exchange) and the Transaction Fee;
• we are unable to obtain satisfactory evidence of your identity;
• you provide us with false, incorrect or incomplete information;
• we are unable to reach you via contact details provided by you;
• your Payment Instruction, information or documentation is not provided sufficiently in advance to allow us to process it in accordance with your request;
• we have reason to believe that processing this Payment Instruction would violate anti-money laundering or counter-terrorism financing laws, rules or regulations;
• we reasonably believe there may be fraudulent activity or other financial crime affecting you, any Sender or Recipient, any funds on your Personal Account, or any payment;
• you, or the Payment Instructions, are in breach of any Applicable Laws or are made for a Prohibited Purpose;
• processing the Transaction in accordance with your Payment Instruction may expose us to liability;
• we are unable to process the Transaction due to variations in business hours, currency exchange or currency availability issues or due to any Force Majeure Event;
• we are obliged to do so by any Applicable Laws, court order or instruction from an ombudsman, regulator or governmental body;
• there is a dispute about who owns, or is entitled to, any funds on your Personal Account;
• you are in material breach of this Agreement;
• we have reason to believe that any of the foregoing has occurred or is likely to occur;
• you attempt to make an Outbound Transaction to an account that cannot accept payments through the payment system we normally use;
• you operate your Personal Account while physically located in certain countries.

We shall notify you of any exercise of our rights in this Clause, including the reasons thereof and any follow-up procedure for correction, unless prohibited by Applicable Laws.

We shall not be liable for any damages, costs or losses incurred by the Sender or the Recipient or any third party if, as a result of any of the circumstances referred to above, we fail to complete the transfer of funds in accordance with a Payment Instruction.

10. Transaction limits

We can also introduce, increase, decrease or abolish Transactions spending limits for certain types of Transactions made to or by you using our Services from time to time. We may do this for any of the following reasons:

• to comply with Applicable Laws, codes of practice or guidance, or a recommendation, decision or order of a court, ombudsman, regulator or government body;
• to take account of and address risks we have identified with the Transactions, or to anticipate any such risks arising; or
• to reduce the risks of financial crime.

We will publish details of Transaction limits on the Platform.

11. Incorrect and unauthorised Transactions

If any issues occur with your Transactions, you must tell us through the 'Intercom' live chat function on the Platform without delay and within 13 months from the date of the debit of the Outbound Transaction or the credit of the Inbound Transaction and if necessary, cooperate with our investigation into what went wrong.

The time for processing may be longer, or you may not be entitled to a full or any refund if:

• The Payment Instructions you gave us were incorrect.
• You have acted fraudulently.
• You have been grossly negligent with your security details.

Except in certain situations, if your security details have been lost or stolen, the most you will be responsible for as a result of unauthorised transactions or misuse of your security details before you report them as lost or stolen is £35.

12. Eligibility and your right of access

You warrant that you are over eighteen (18) years old and that you have legal capacity to enter into legally binding contracts under Applicable Laws, including local law in the jurisdiction in which you live.

The information and details you supply to us are true, accurate and complete.

You agree to notify us promptly of any changes in the details you have supplied to us.

You agree to use the Personal Account in accordance with this Agreement.

When registering and setting up the Personal Account, you will set up login details and security information that will enable you to access the Platform securely and use the Services.

You must take reasonable steps to keep the details used to access the Platform safe and to prevent their fraudulent use.

You must notify us immediately by calling us on +44 (0)2080370936 or via the 'Intercom' live chat function on our Platform on becoming aware that someone else knows your password, PIN or other security information or that any of these have been lost, stolen or misappropriated.

13. Your warranties

You represent and warrant that:

• you are domiciled in the UK and your assets are situated in the UK;
• you are not bankrupt, have not failed to pay a debt as ordered by a court, and have not filed for a suspension of payments or debt restructuring;
• you have full power and authority to execute and deliver the Agreement;
• all governmental, regulatory, and other consents that are required have been obtained;
• your obligations under this Agreement constitute your legal, valid and binding obligations;
• you will comply with all laws, rules, regulations and disclosure requirements.

You represent and warrant that you will not use the Services, including the Spend Card for any illegal purposes, fraudulent activities, or prohibited purposes as outlined in this Agreement.

14. Exchange Rates

Details on our current foreign exchange conversion rates will be displayed in the Platform or APP ahead of submission.

The foreign exchange conversion rate shown while using the Services via the Platform is the rate applicable for currency conversion transactions executed on that particular date and time.

Each time you use the Services, the applicable exchange rate, for that particular date and time, and the Transaction Fee will be shown to you before you submit the Payment Instruction.

15. Fees, charges and interest

We will charge you the applicable fees and charges set out in the Fee Schedule.

If you submit a Payment Instruction that results in Spend becoming liable for fees or charges, such as a chargeback, you agree to reimburse us for all such fees.

You will not be entitled to any interest from us for the period during which any funds are in your Personal Account or for any other period.

16. Limitations of liability

We will provide the Services using reasonable care and diligence.

The Services is provided on an "as available" and "as is" basis. This means that we are unable to promise that your use of the Services will be uninterrupted, without delays, error-free or meet your expectations.

We will also not be responsible, to the extent permitted under any Applicable Laws, for any delay in any Transactions or any of our other obligations if this is caused by a Force Majeure Event.

17. Changes to this Agreement

We can make changes to the Agreement for various reasons including to reflect changes in Applicable Laws, our business organisation, technology, or to make terms clearer or fairer to you.

We will give you notice of the change at least 2 months prior to the change except for exchange rate changes which may be applied immediately.

If you do not agree to any changes we make under this Clause, you can terminate this Agreement free of charge and at any time before the change comes into effect.

18. Suspension, closure and termination

If you want to terminate this Agreement you need to give us one month's written notice.

We can terminate the Agreement upon two months' notice.

We can suspend or close your Personal Account with immediate effect if you have broken the terms of your Agreement with us in a serious way, given us false or misleading information, or engaged in fraudulent or illegal activities.

19. General

We will produce a monthly statement that shows various details relating to the Transactions on your Personal Account since your last statement.

Termination of this Agreement does not affect your or our accrued rights and obligations at the date of termination.

You may not assign, transfer or create any trust in respect of a right or obligation under this Agreement.

We may assign, novate or transfer our rights and benefits under this Agreement at any time without prior written notice to you.

20. Collection of information

Financial institutions are required to assist in the fight against money laundering activities and the funding of terrorism by obtaining, verifying, and recording identifying information about all customers.

We will verify your residential address and personal data in order to confirm your identity. We may also pass your personal data to a credit reference agency, which may keep a record of that information. This is done only to confirm your identity, we do not perform credit checks and therefore your credit rating will be unaffected.

You explicitly consent to us accessing, processing and retaining your personal data for the purposes of providing the payment services described in the Agreement.

The personal data we have collected from you will be shared with fraud prevention agencies who will use it to prevent fraud and money laundering and to verify your identity. Further details can be found at http://www.cifas.org.uk/fpn.

Individuals wishing to access or correct the information that we hold about them can do so by contacting our Data Protection Officer at Spend International Ltd, 142 Central Street, Clerkenwell, London, EC1V 8AR.

21. Intellectual property

The Platform, the content, the name Spend and other names, logos, signs, domain names, email addresses and other indications of origin displayed on the Website or the Application relating to our products and/or services and all intellectual property relating to them and contained in them are owned by us, our affiliates or third party licensors.

You may use the Platform only for the purpose of the bona fide use of our Services as an individual customer and only permitted by this Agreement.

22. Acceptance of Currencies

We may accept any currency recognised by an issuing Central Bank as a Settlement Currency and determine the use of a Settlement Currency within the Platform.

Settlement Currencies are available on the Platform and can be identified by the three-letter "ISO" (International Organisation for Standardisation) code.

We reserve the right, in our sole discretion and without notice, to not accept a currency as a Settlement Currency on the Platform, to withdraw acceptance of any previously accepted Settlement Currency, or to refuse to deliver any Transaction into the Platform of a Settlement Currency where we regard that delivering this Settlement Currency is not in the best interests of our users.

23. Governing law and jurisdiction

Our relationship with you is governed by the laws of England and Wales, and any legal case between us will be dealt with by the courts of England and Wales. If you live in Scotland, Scots law applies to our relationship and any legal case between us will be dealt with by the Scottish courts. If you live in Northern Ireland, the laws of Northern Ireland apply to our relationship and any legal case between us will be dealt with by the courts of Northern Ireland.

24. Help, information and complaints

If you have any queries or require a copy of this Agreement, please contact us.

We aim to provide the highest level of customer service possible. If you do experience a problem, we will always seek to resolve this as quickly and efficiently as possible. However, if you are unhappy and would like to make a complaint, please refer to our Complaints Policy. Our contact details are:

Customer Services and Complaints Dept
Spend Ltd
142 Central Street, Clerkenwell, London, EC1V 8AR
Phone: +44 (0)2080370936
Email: support@spend.co

If you do not receive our final response or you are unhappy with our final response, you may be able to refer your complaint to The Financial Ombudsman Services (the "FOS"). You can make a complaint online at https://www.financial-ombudsman.org.uk/contact-us/complain-online or by calling the FOS on 0800 023 4567.

25. Contacting you

If we need to speak to you, or let you know about something, in the first instance we will contact you via the 'Intercom' live chat function on the Platform but occasionally we may also send you an email or an SMS.

We will always communicate with you in English.

26. About us

Spend Ltd is registered as a Company in England and Wales (Company No. 12590979). Spend Ltd is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (931540) for the issuing of electronic money and provision of payment services. Registered Office: 142 Central Street, Clerkenwell, London, EC1V 8AR.