Terms

Walcy- Terms and Conditions

GENERAL

This agreement between you and WALCY (the “Agreement”) is made of two Parts:

Part 1 – The terms and conditions governing the WALCY Platform Account and your use of the WALCY Services which are between you and WALCY.

Part 2 – The terms and conditions governing the use of the WALCY API, which are between you and WALCY.

Other documents that apply to the use of the WALCY Services which are deemed incorporated into this Agreement by reference include:

  • Acceptable Use Policy
  • API Documentation
  • Cookie Policy
  • Complaints Policy
  • FAQs
  • Privacy Policy

IMPORTANT: PLEASE READ WALCY is an Electronic Money Institution authorized by the Financial Conduct Authority (FCA) under the Electronic Money Regulations 2011 (firm reference number 901073) for the issuing of electronic money.

By opening the WALCY Platform Account, you agree to be bound by this Agreement and any terms referenced in the Agreement, which are applicable to the WALCY Platform Account and the WALCY Services provided via your WALCY Platform Account.

Your WALCY Global Account and any payment services associated with it or your Wallet are provided via our Payment Services Providers. By entering into this Agreement, you authorize WALCY to act on your behalf with the Payment Services Providers and its affiliates from time to time in relation to the FX Transactions and Payment Transactions you undertake and all other activities are undertaken via your WALCY Global Account.

Part 1 – TERMS AND CONDITIONS
1. Definitions and Interpretation
1.1. Under this Agreement: “Additional Services” has the meaning given to it in clause 15;

“API Documentation” means any information, documentation, rules, guidance, approach documents, processes, and procedures which we make available to you from time to time in respect of the WALCY API;

“Applicable Law” means any laws, regulations, regulatory constraints, obligations, or rules in the United Kingdom or any other relevant jurisdiction which are applicable to this Agreement (including binding codes of conduct and binding statements of principle incorporated and contained in such rules from time to time), interpreted (where relevant) in accordance with any guidance, code of conduct or similar document published by any regulatory authority with jurisdiction over one or both of the parties in relation to the provision or receipt of the WALCY Services;

“Beneficiary” means a third party who you wish to transfer funds to via a Payment Transaction;

“Business Day” means Monday to Friday, 9 am to 5 pm GMT, excluding bank and public holidays;

“Confidential Information” means any information which could reasonably be deemed to be secret, confidential, and/or of a commercially sensitive nature, obtained by one party in any medium (whether directly or indirectly) relating to the other party. Confidential Information shall include but not be limited to the terms of this Agreement and the other party’s business, suppliers, clients, end-users, or customers(which does not include personal data);

“Eligibility Criteria” means the eligibility criteria included in the WALCY Website that you need to meet to open a WALCY Platform Account and access the WALCY Services;

“Exchange Rate” means the price of one Supported Currency in terms of another Supported Currency;

“Fee(s)” means any fees and other charges payable by you to us for the receipt of any of the WALCY Services as communicated by us from time to time;

“FX Transaction” means a transaction executed via the WALCY Platform that involves a contract for the exchange of one Supported Currency for another Supported Currency at an agreed Exchange Rate;

“Nominated Account” means a current account owned by you and in your name at a third-party financial institution that is used to fund and withdraw funds from your Wallet(s);

“Payment Services Provider” means third-party financial institutions such as third-party direct banking service providers of WALCY that provide payment services to support our offering;

“Payment Transaction” means the transfer of funds via the WALCY Platform from one of your Wallets or WALCY Global Accounts to a Beneficiary in one of the Supported Currencies;

“Personal Data” means the registered personal identity details relating to the use of your WALCY Platform Account, including (but not limited to) your name, date of birth, home address, email address, and telephone (landline and/or mobile) number. Full details of the Personal Data which we process are set out in our Privacy Policy;

“Privacy Policy” means the WALCY Privacy Policy available at the WALCY Website and containing full details on information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it, and how we keep it secure;

“Restricted Business Areas” means those categories of businesses and business practices listed in the WALCY Website under ‘Restricted Businesses’;

“Self-Certified” means that we have validated and verified that you have undertaken a process to confirm that you are able to access the WALCY API with the correct controls, processes, and procedures in place and in full compliance with this Agreement and the API Documentation;

“Supported Currencies” means the lists of currencies currently supported by WALCY as found on the WALCY Website, that set out the currencies that can be (a) collected or (b) exchanged and/or paid out via the WALCY platform using the WALCY Services;

“WALCY”, “we”, “us,” or “our” means WALCY, with its registered offices;

“WALCY API” means the application programming interface of WALCY described in Part 2 of this Agreement that allows your IT systems to connect to WALCY’s core payment services infrastructure;

“WALCY Global Account(s)” means the multi-currency electronic money account(s) held in your name with unique virtual IBANs, provided via our Payment Services Providers that you may open and use via the WALCY Platform subject to meeting our Eligibility Criteria;

“WALCY Customer Services” means the support email address [email protected], which can be contacted for any support-related queries;

“WALCY Materials” means any software (including without limitation the WALCY Platform, the WALCY API, developer tools, sample source code, and code libraries), data, materials, content, and printed and electronic documentation (including any specifications and integration guides) developed and provided by us to you, or available for download from the WALCY Website;

“WALCY Platform” means the online platform provided by WALCY for the opening and ongoing use of the WALCY Platform Account and the use of the WALCY Services;

“WALCY Platform Account” means the user account that is required for access, authentication, and authorization to the WALCY Platform and the WALCY Services;

“WALCY Policies” means our policies and procedures made available on the WALCY Website from time to time;

“WALCY Services” means the services provided by WALCY to you, including but not limited to the provision of Wallets, WALCY Global Accounts, FX Transactions, Payment Transactions, and any other services offered by us from time to time and governed by this Agreement;

“WALCY Website” means our website, www.walcytest1stg.wpenginepowered.com;

“Wallet(s)” means the electronic money account(s) that you may open and use via the WALCY Platform to hold electronic money in any of the Supported Currencies; and

“Withdrawal” means the transfer of funds from your Wallet or your WALCY Global Account to your Nominated Account.

2. Opening a WALCY Platform Account
2.1 To be eligible for a WALCY Platform Account, you must meet the Eligibility Criteria.

2.2 We will not open a WALCY Platform Account for you until you have successfully completed our client verification and onboarding checks and accepted this Agreement. In the event that we reject your application, at our sole discretion, we will not be required to provide you with a reason.

2.3 You may only have one WALCY Platform Account per business. You may not share the WALCY Platform Account between several businesses.

2.4 It is a condition of this Agreement, and you represent and warrant that:

(a). you are a business duly incorporated and validly existing under the laws of the jurisdiction of your incorporation;

(b). you have the requisite power, authority, and capacity to enter into and comply with this Agreement;

(c). the information you provide to us in order to enable us to satisfy our client verification and anti-money laundering policy in respect of you is complete, accurate, and not misleading and furthermore that you will notify us of any changes to the information provided; and

(d). your business has and will be operated in a way that is compliant with all Applicable Laws.

2.5 As part of your application for a WALCY Platform Account, we will request certain information so that we may identify you and comply with applicable customer due diligence requirements.

2.6 We shall not be held liable for any damages, losses, or expenses resulting from your failure to fulfill properly the obligations specified in this clause.

3. Corporate Opt-Out
3.1 You acknowledge and agree that you are not a consumer and that you will use the WALCY Services solely for business purposes.

3.2 If you are a Micro-enterprise, all terms of this Agreement shall apply to you. If you are not a Micro-enterprise at the time of entering into this Agreement, or if you stop being a Micro-enterprise at any stage during the term of this Agreement, you agree that, to the fullest extent permitted by Applicable Law, any provisions of law that may otherwise be deemed applicable to this Agreement but that may be disapplied or applied differently to non-consumers or non-Micro-enterprises will so be disapplied or applied differently. This includes, without limitation, the whole of Part 6 of the PSR (Information Requirements for Payment Services) and all the provisions referred to in Part 7, Regulation 63(5) of the PSR (Rights and Obligations in relation to the Provision of Payment Services) which you agree are disapplied to the fullest extent permitted by the PSR and replaced by the provisions of this Agreement. As a result, the provisions of the PSR provide protection to consumers and Micro-enterprises in relation to matters including charges that can be applied for the use of a payment service, protection in respect of unauthorized transactions, refunds for certain payments, revocation of payment orders and the failed or defective execution of payment transactions will not apply to you. The time period for notifying us of any unauthorized or incorrect FX Transaction or Payment Transaction is three (3) months and not thirteen (13) months pursuant to clause 5.3.

4. Authorised Users
4.1 You are allowed to create Authorised User(s) on the WALCY Platform. There is a limit of ten (10) Authorised Users per WALCY Platform Account, which may only be extended with our prior written approval.

4.2 Upon registration of a new Authorised User, they will automatically be provided with credentials enabling them to access the WALCY Platform. Each new Authorised User will have a set of predetermined permissions with regards to the WALCY Platform Account as specified when the Authorised User profile is created.

4.3 By creating a new Authorised User, you confirm that said Authorised User has the necessary authorizations and permissions to use the WALCY Services on your behalf and that we are entitled to act upon their instructions.

4.4 You shall procure that all Authorised Users comply with the terms of this Agreement. You assume all the risks related to the creation of new Authorised Users, as well as the acts and omissions of such Authorised Users. We shall under no circumstances be responsible for any acts or omissions of the Authorised Users or any losses incurred by you due to such acts or omissions of such Authorised Users.

5. WALCY Platform Account Maintenance
5.1 You must check all notifications and correspondence that we provide you with in accordance with clause 23 as soon as reasonably possible. We shall not be liable for any damages, loss, or expenses arising out of your failure to check the correspondence that we send you.

5.2 All FX Transactions, Payment Transactions, and Withdrawals are displayed in your online transactions history on the WALCY Platform, together with the date of receipt or transmission and, where applicable, any Fees charged and any Exchange Rate used. You should check your WALCY Platform Account and transaction history regularly. In the unlikely event that you notice any irregularities, you must contact WALCY Customer Services as soon as possible.

5.3 Subject to the provisions of this Agreement, in order to claim a refund for an unauthorized or incorrectly executed FX Transaction or Payment Transaction on your Wallet or WALCY Global Account, you must notify us as soon as reasonably possible after becoming aware of the unauthorized or incorrect FX Transaction or Payment Transaction and in any event no later than thirteen (13) months after the debit date of the FX Transaction or Payment Transaction. We will refund the amount as soon as reasonably practicable unless we have any reason to believe that the incident may have been caused by a breach of this Agreement, through gross negligence, or we have reasonable grounds to suspect fraud.

5.4 In the event that we are responsible for said unauthorized or incorrectly executed FX Transaction or Payment Transaction, we will refund the amount, together with the amount of any resulting Fees to which you may be subject, without undue delay.

5.5 You and all Authorised Users must take all reasonable steps to keep your WALCY Platform Account, password, and any other security features safe at all times and never disclose them to anyone. Our personnel will never ask you to provide your password to us or to a third party. Any message you receive or website you visit that asks for your WALCY Platform Account password or other security features should be reported to us. If you are in doubt whether a message is genuine, you should contact WALCY Customer Services.

5.6 Failure to comply with condition 5.5 may affect your ability to claim any losses in the event that we can show that you have intentionally failed to keep the information safe or you have acted fraudulently, with undue delay, or with gross negligence. In all other circumstances, your maximum liability shall be as set out below.

5.7 You must change your password regularly (at least every three (3) months) in order to reduce the risk of a security breach in relation to your WALCY Platform Account. You should not choose a password that is easily guessed from information someone might know or gather about you or a password that has a meaning. You should ensure that you never allow anyone to access your WALCY Platform Account or watch you accessing your WALCY Platform Account. You must comply with the security procedures we tell you about from time to time.

5.8 You must immediately change your password and contact WALCY Customer Services immediately if you have any indication or suspicion that your WALCY Platform Account login details, password, or other security feature is lost, stolen, or otherwise compromised. Any undue delay in notifying you may result in you being liable for any losses.

5.9 We may suspend your WALCY Platform and any payment service associated with it (including suspending your Wallet(s) or your WALCY Global Account(s) or otherwise restrict the functionality of both on reasonable grounds relating to the security of the WALCY Platform Account or any of its security features or if we reasonably suspect that unauthorized or fraudulent use of your WALCY Platform Account has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed unless notifying you would be unlawful or compromise our reasonable security interests. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.

5.10 If we think your WALCY Platform Account is at risk of fraud or a security threat, we will use the fastest and most secure way of contacting you using the details you have provided to tell you what you need to do to help deal with that risk.

5.11 You must always ensure that your login details are not stored by or cached, or otherwise recorded.

5.12 You must notify us of any change in the business details you have previously provided to us as soon as possible (including where there is a change of Control of you) by contacting WALCY Customer Services or updating the details in your WALCY Platform Account. Where there is a change of Control of you, such notification must include details of the new Controller for our consideration. You will be liable for any loss that directly results from any failure to notify us of a change in your business. We will need to verify your new business details and may request relevant KYC information/documents from you as applicable.

5.13 We reserve the right at any time to satisfy ourselves as to your business details (for example, by requesting relevant original documents), including for the purposes of preventing fraud and/or money laundering. You will respond to such requests as soon as reasonably possible.

6. Funding your Wallet
6.1 You can upload funds into your Wallet by logging into your WALCY Platform Account and following the relevant instructions. You can fund your Wallet by making a:

(a). bank transfer from your Nominated Account using the bank account details and the unique reference number provided in the WALCY Platform;

(b). transfer via the WALCY Platform Account from your other Wallet(s) or WALCY Global Account(s) (as applicable); or

(c). a card top-up, only where we have provided you with our prior written approval for this means of funding.

6.2 In order to fund your Wallet from your Nominated Account, you will be using payment services provided by third-party financial institutions (for example, third-party direct banking service providers) which are not part of our service. We reserve the right to change the acceptance of any particular funding method at any time or introduce new funding methods. We do not provide loading services and are not responsible for the funding payment until the relevant funds are received by us.

6.3 Uploaded funds will be credited to your Wallet once the funds have been received by us. If the actual funds do not reach us within forty-eight (48) hours of you sending your upload request via the WALCY Platform, your request will expire, and you will need to make a new upload via the WALCY Platform.

6.4 You may be subject to certain funding limits when you fund your Wallet due to security, regulatory, and legal requirements. We are not responsible for any loss or delay resulting from the impact of these limits.

7. Wallets and WALCY global accounts
Wallets

7.1 Your Wallet is an electronic money account that allows you to:

(a). hold funds you have uploaded in your Wallet in accordance with clause 6 or that you have received pursuant to clause 7.1(d) below;

(b). fund and initiate FX Transactions in accordance with clause 8 below;

(c). pay a Beneficiary by initiating a Payment Transaction or send the funds to your other Wallets or WALCY Global Accounts;

(d). receive funds sent to you via the WALCY Platform from another WALCY customer or from your other Wallets or WALCY Global Accounts; or

(e). withdraw funds to your Nominated Account.

7.2 You can withdraw funds from your Wallet to your Nominated Account in accordance with this Agreement. However, we may need to confirm your identity beforehand. Minimum Withdrawal limits may apply as shown on the WALCY Platform when you are initiating a Withdrawal. The funds in your Wallet must be sufficient to cover any applicable Fees due.

WALCY Global Accounts

7.3 We will contact you if you are eligible for a WALCY Global Account. If you wish to apply for a WALCY Global Account, you will need to contact WALCY Customer Services and provide us with any information that we request so that we can identify you, verify your identity, and conduct fraud checks, sanctions checks, anti-money laundering and counter-terrorism checks, and any other checks as required by Applicable Law and our internal procedures.

7.4 Your WALCY Global Account is an electronic money account with a unique virtual IBAN that is provided via our Payment Services Providers and allows you to:

(a). hold funds in any of the Supported Currencies;

(b). fund and initiate FX Transactions in accordance with clause 8 below;

(c). pay a Beneficiary by initiating a Payment Transaction or send funds to your other WALCY Business accounts or Wallets;

(d). withdraw to your Nominated Account; and

(e). receive funds from third parties residing in any of the countries currently supported by us in any of the Supported Currencies directly (a). y into your WALCY Global Account.

7.5 There is no need to create a top-up of your WALCY Global Account via the WALCY Platform. We will credit the funds we receive to your WALCY Global Account as soon as we receive them.

7.6 The electronic money held on your Wallet and/or WALCY Global Account does not earn any interest. Electronic money accounts are not regulated bank accounts. In entering into this Agreement, you acknowledge and agree that the UK’s Financial Services Compensation Scheme (FSCS) does not apply to your Wallet and/or WALCY Global Account. In the unlikely event that we become insolvent, you may lose the electronic money held in your Wallet. However, UK national legislation applies to us, and these are designed to ensure the safety and liquidity of funds deposited in electronic money accounts.

7.7 The electronic money in your Wallet and/or WALCY Global Account belongs to the legal entity that is registered as the WALCY Platform Account holder. Except for the Authorised User(s) who may access the WALCY Services on your behalf, no person or entity other than the WALCY Platform Account holder has any rights in relation to the funds held in a Wallet and/or WALCY Global Account. You may not assign or transfer your WALCY Platform Account, Wallet, and/or WALCY Global Account to a third party or otherwise grant any third party a legal or equitable interest over it.

7.8 Your Wallet and/or WALCY Global Account may be subject to limits related to uploads, payments, and withdrawals limits, depending on your country of residence, the country where a third party is paying you from, regulatory requirements, any pending verification queries related to your Wallet and/or WALCY Global Account and other factors used by us to determine such limits from time to time at our sole discretion. For further information regarding any applicable limits, please contact WALCY Customer Services.

7.9 The electronic money held in the Wallet and/or WALCY Global Account does not expire, except if:

(a). your Wallet and/or WALCY Global Account is inactive, in which case we will delete your Wallet and/or WALCY Global Account after five (5) years of inactivity; or

(b). you close your Wallet and/or WALCY Global Account. If you still have electronic money in your Wallet and/or WALCY Global Account when we close it, we will maintain the Wallet and/or WALCY Global Account for five (5) years from the date of closure, and you can contact us to withdraw the electronic money during this time.

In either case, at the end of the five-year (5) period, we may donate the funds to a charity of our choice or otherwise deal with the funds in a way permitted by Applicable Law.

8. FX Transactions
8.1 You can convert your denominated currencies in your Wallet or WALCY Global Account to one of the Supported Currencies through the WALCY Platform via either:

(a). Exchange Now: where you exchange money instantly at a mid-market or best available rate as determined by us; or

(b). Exchange Later: where you can swap between two currencies at a price agreed between you and us or other businesses on the WALCY Platform.

Exchange Now

8.2 Before initiating an FX Transaction via Exchange Now, you will be provided with a quote detailing the amount to be debited either directly from your Wallet, WALCY Global Account, or your Nominated Account, at your selection, and the exchange amount to be provided, along with the Exchange Rate. You acknowledge that a price quotation pursuant to this request does not constitute an offer to enter into a FX transaction.

8.3 Your WALCY Global Account is an electronic money account with a unique virtual IBAN that is provided via our Payment Services Providers and allows you to:

(a). make a Payment Transaction to a Beneficiary in accordance with clause 9 below; or

(b). keep the converted funds in your Wallet or WALCY Global Account by following the instructions in the WALCY Platform.

However, we reserve the right to reject your offer to enter into a FX Transaction for any reason, including but not limited to where you have exceeded or would exceed a predetermined limit imposed on you under this Agreement, where you do not have cleared funds within your Wallet, WALCY Global Account, or Nominated Account to facilitate the transaction, or where we have provided you with a wrong quote, or where the market rates change, in which cases we may also provide you with a new quote.

8.4 When initiating a FX Transaction, you will need to ensure that sufficient cleared funds have been transferred to your Wallet or WALCY Global Account (in accordance with the process set out in clause 8.2). In the event that a FX Transaction is initiated to a value greater than cleared funds within your Wallet or WALCY Global Account and sufficiently cleared funds have not been transferred to your Wallet or WALCY Global Account within the timeframe specified in the WALCY Platform when initiating a FX Transaction, the FX Transaction will be canceled and we may charge you an administration Fee.

8.5 We may change the quoted Exchange Rate at any time, and said change shall come into effect immediately without notice. You acknowledge that you do not have the right to object to such a change to the Exchange Rate.

8.6 Where you have made an error when initiating a FX Transaction, you agree to make a request by contacting WALCY Customer Services as soon as practicable to either correct or cancel the FX Transaction.

8.7 Where the FX Transaction fails or is canceled for any reason, including where the FX Transaction is rejected by one of our Payment Services Providers, or pursuant to clause 8.6 above, we do not guarantee that the amount or currency returned to you shall equate the sell amount or currency you sent us when you initiated the FX Transaction. Reversal or chargeback Fees may apply in this instance, which will be deducted in accordance with clauses 16.3 and 16.4.

8.8 We will issue an electronic confirmation via email and notify you via the WALCY Platform once the FX Transaction has been concluded. Failure by us to issue a confirmation will not prejudice or affect the relevant FX Transaction. We will not bear any liability whatsoever resulting from the failure to issue a confirmation.

Exchange Later

8.9 If:

(a). you make an offer for a FX Transaction via Exchange Later, and it is accepted by us or another WALCY customer via the WALCY Platform prior to its expiry or withdrawal by you; or

(b). you accept an offer for a FX Transaction via Exchange Later placed by another WALCY customer on the WALCY Platform prior to its expiry or withdrawal by said WALCY customer,

8.10 In order to complete a FX Transaction by accepting an offer via Exchange Later under 8.7(b) above, you must either (a) send the relevant funds to the designated WALCY bank account as instructed via the WALCY Platform, or (b) fund the FX Transaction via your eWallet or WALCY Global Account before closing of business on the same Business Day you accepted the counterparty’s offer.

8.11 If this clause 8 is breached and/or a FX Transaction via Exchange Later is defaulted by you after an offer you made has been accepted by a counterparty or after a counterparty offer has been accepted by you, your access to the WALCY Platform may be restricted, and you may be completely or partially restricted from making FX Transactions via Exchange Later in the future.

8.12 We shall not be responsible to you and shall bear no liability whatsoever for any failure of another WALCY customer to complete a FX Transaction with you via Exchange Later.

9. Payment Transactions

9.1. Within the WALCY Platform, you can select to make a Payment Transaction to a Beneficiary before initiating a FX Transaction in accordance with clause 8 above.

9.2. To initiate a Payment Transaction, you will need to add a Beneficiary in the WALCY Platform by either selecting an existing Beneficiary or adding a new Beneficiary in accordance with the requirements listed on the WALCY Platform from time to time. You should only send money to a Beneficiary you know, and it is your sole responsibility to ensure that the Beneficiary details you have provided are correct. Once the funds are debited from your Wallet or WALCY Global Account (as applicable in accordance with clause 8.2), you will not be able to cancel or reverse the Payment Transaction.

9.3. You can carry out a transfer to a Beneficiary residing in any of the countries currently supported by us. To view a list of these countries, please contact the WALCY Customer Services. We may make changes to this list at any time without following the procedure set out in clause 22 of this Agreement.

9.4. When initiating a Payment Transaction, you will need to ensure that sufficient cleared funds have been transferred to your Wallet or WALCY Global Account (in accordance with the process set out in clause 8.2). In the event that a Payment Transaction is initiated to a value greater than cleared funds within your Wallet or WALCY Global Account, the transaction will not be processed.

9.5. Payment Transactions may be subject to certain limits due to security, regulatory, and legal requirements. We are not responsible for any loss or delay resulting from the impact of these limits. You should be aware that the Beneficiary of a payment may also be subject to withdrawal limits and that this may affect the Beneficiary’s access to the funds you intend to send.

9.6. Subject to clauses 9.5 and 9.7 and except where a Payment Services Provider or we are required to undertake further transaction monitoring checks, we shall ensure that all Payment Transactions are settled within three (3) Business Days provided that we have received the relevant funds from you before 17:00 on a Business Day. If we receive the relevant funds after 17:00 on a Business Day or on a day that is not a Business Day, the funds will be deemed to be received on the next Business Day.

9.7. To transfer money via a Payment Transaction to a Beneficiary, we may use one of our Payment Services Providers to complete the transfer. Therefore, when providing this service, the funds will be instantly credited to the relevant Payment Services Provider. The Payment Services Provider shall then be responsible for ensuring the onward transmission of the payment to the Beneficiary. Without prejudice to clause 17, our obligations under this Agreement for the onward transmission of funds shall be complete once such funds have been credited by us to the relevant Payment Services Provider. Therefore, once such credit has been made by us, we shall not be responsible for the onward transmission of such funds by that Payment Services Provider.

9.8. If for any reason we are unable to process or complete a Payment Transaction, you will be informed in a timely manner, and where possible, we may provide you with the reasons for the refusal and an explanation of how to correct any errors.

10. Withdrawals

10.1. You can request a Withdrawal of all or part of the funds held in your Wallet(s) or WALCY Global Account at any time via the WALCY Platform. Withdrawal methods are payment services provided, at least in part, by third-party financial institutions (for example, the bank where you hold your Nominated Account). We do not guarantee the availability of any particular Withdrawal method and may make changes to or discontinue a particular Withdrawal method at any time as long as there is at least one Withdrawal method available to you.

10.2. Where the Withdrawal payment is received by you through the involvement of third-party financial institutions (such as the bank where you hold your Nominated Account), we shall not be responsible for the Withdrawal payment once the withdrawn funds are received by your third party financial institutions.

10.3. Your Wallet(s) or WALCY Global Account may be subject to Withdrawal limits. These limits can be based on the legal and regulatory requirements of the jurisdiction you are in. Before uploading any funds into your Wallet(s) or WALCY Global Account, you must ensure that your current withdrawal and spending limits meet your Withdrawal and spending requirements, as we legally cannot allow you to exceed these limits. If you require any further information on such limits, please contact WALCY Customer Services.

10.4. We may decline a Withdrawal request if it exceeds the current limit and if you have any outstanding identity verification requests on your Wallet(s) or WALCY Global Account. In such circumstances, we would require you to satisfy any outstanding verification requests prior to allowing a Withdrawal of funds or to otherwise cooperate with us as required to satisfy such requests.

10.5. For the purposes of a Withdrawal transaction, we are a payer and not a payment services provider.

10.6.You must not make a Withdrawal to a bank account if you are not the named holder of a said bank account.

10.7. You must ensure that the payment details confirmed by you when withdrawing funds are correct and complete. We will not be liable for withdrawn funds being sent to the wrong account where this is due to you providing and/or confirming incorrect payment details. You must ensure that the account number, sort code, IBAN, and/or BIC/SWIFT are correct. If you have withdrawn funds to the wrong account, you may request that we assist you in reclaiming the funds. However, we may charge you an administration Fee, and we cannot guarantee that the reclaim efforts will be successful.

11. Receiving Funds in your WALCY Global Account

11.1. If you receive funds in your WALCY Global Account, a notification message will be sent via the WALCY Platform and via email. Each transaction is given a unique transaction ID and shown in the transaction history. We will not alter or amend the information displayed in your online transaction history. You should regularly reconcile incoming and outgoing payments with your own records.

11.2. You should be aware that receipt of funds to your WALCY Global Account does not necessarily mean that these transactions cannot be reversed. We reserve the right to reverse a payment if the payer has charged back or otherwise reversed (or is reasonably likely to chargeback or otherwise reverse) an upload or other payment which was used to fund the payment to your WALCY Global Account.

12. Restricted Business Areas

12.1. It is strictly forbidden to:

(a) use the WALCY Services if you participate in any of the Restricted Business Areas; or

(b) send or receive payments using your Wallet or WALCY Global Account to make Payment Transactions in connection with any of the Restricted Business Areas

unless you have received our prior written approval. Note, however, that businesses that offer illegal products or services are never eligible to use the WALCY Services.

12.2. The Restricted Business Areas are representative but not exhaustive. We reserve the right, in our sole discretion, to add categories of Restricted Business Areas by adding such categories to the list of Restricted Business Areas published on the WALCY Website.

12.3. If you are uncertain as to whether a business or activity falls within any of the Restricted Business Areas or have questions about how these requirements apply to you, please contact us.

12.4. It is your responsibility to ensure that you do not use the WALCY Services for transactions that may be considered illegal in your jurisdiction.

12.5. It is strictly forbidden to use the WALCY Services for any illegal purposes, including, but not limited to, fraud and money laundering. We will investigate and report any suspicious activity to the relevant law enforcement agency. We reserve the right to charge you, in our sole discretion, an Administration Fee for every investigation we undertake into any such suspicious activity, including where we get notified thereof by any third party whom we partner with. You are prohibited from using the WALCY Services in an attempt to abuse, exploit or circumvent the restrictions imposed by a merchant or any third-party provider on the services it provides.

12.6. If you use or attempt to use any of the WALCY Services in violation of the prohibitions contained in this clause, we reserve the right to:

(a) reverse the FX Transaction or Payment Transaction (as applicable);

(b) close or suspend your WALCY Platform Account (including your Wallet and WALCY Global Account);

(c) report the transaction to the relevant law enforcement agency; and/or

(d) claim damages from you.

We may charge you a reversal Fee or an administration Fee (as applicable) if we apply any of the above.

12.7. It is your and not our responsibility to ensure that you only send payments to or receive payments from persons or entities in compliance with Applicable Law. The mere fact that payments are made by us using the WALCY Services is not an indication of the legality of the supply or provision of any goods and services. If you are in doubt as to the legality of a supply or purchase, you should not continue with your payment.

13. Anti-Bribery

13.1. You shall (and shall ensure that any person you use for the performance of your obligations under or in connection with this Agreement, including any of your employees, agents, consultants, and subcontractors):

(a) comply with all Applicable Laws relating to sanctions, bribery, and corruption, including but not limited to the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act (the “ABC Legislation”);

(b) not do or omit to do anything likely to cause us to be in breach of any such ABC Legislation;

(c) not give or receive any bribes, including in relation to any public official;

(d) maintain throughout the duration of this Agreement a program designed to ensure compliance with ABC Legislation, including an education and training program and measures reasonably calculated to prevent and detect violations of ABC Legislation;

(e) if requested, and at our reasonable cost, provide us with sufficient reasonable assistance to enable us to perform any actions required by any governmental authority or agency in any jurisdiction for the purpose of demonstrating compliance or complying with ABC Legislation or in connection with any investigation required under ABC Legislation; and

(f) promptly notify us of any allegation of sanctions violation, fraud, bribery, or corrupt or unlawful practices made against you in court, arbitration, or administrative proceedings, or any investigation commenced in respect of the same.

14. Closure of your WALCY Platform Account, Wallet, and/or WALCY Global Account

14.1. You may close your WALCY Platform Account and/or any of your Wallets or your WALCY Global Accounts via the WALCY Platform. You must have a nil balance and not have any disputes or chargebacks which are still pending at the time of the closure by withdrawing any balance on your Wallet or your WALCY Global Account prior to instructing the closure. Should there be any negative balances or liens placed onto your Wallet or your WALCY Global Account due to outstanding disputes or chargebacks, these will need to be removed or resolved before the closure. We reserve the right to carry out any necessary money laundering, terrorism financing, fraud, or other illegal activity checks before authorizing any withdrawal of your funds. For any assistance required, please contact WALCY Customer Services, and we will attempt to assist you as far as is reasonably practicable.

14.2. After the closure of your Wallet or your WALCY Global Account, you will no longer be able to access it. You will be able to create a new Wallet or open a new WALCY Global Account via the WALCY Platform.

14.3. If you want to access your transaction history after the closure of your Wallet or your WALCY Global Account, you will need to contact WALCY Customer Services and request the information. You may do so for a period of seven (7) years from the date of closure of your Wallet or your WALCY Global Account.

14.4. We shall have the absolute right to set off, transfer, or apply sums held in your Wallet or your WALCY Global Account in or towards satisfaction of all or any liabilities and Fees owed to us that have not been paid or satisfied when due.

15. Additional Services

15.1. From time to time, we may offer additional services through the WALCY Platform with a view to supporting you in your business (the “Additional Services”). These Additional Services may be subject to separate terms and conditions, which will be provided to you before you opt-in. Where an Additional Service includes a Fee, we will specify this to you and ensure that you first opt into any such additional Fee. If you choose to subscribe to an additional service through the WALCY Platform, you agree to pay the relevant Fees. We may refuse your request to subscribe to one of our Additional Services at our sole discretion.

16. Fees

16.1. Unless otherwise agreed between you and us, WALCY does not currently charge any service fees other than a small spread over the interbank exchange rates for each FX Transaction.

16.2. By accepting this Agreement, you confirm you have read and agree to be bound by the Fees as detailed in this section. You also agree that we may change our Fees at any time, and said changes will take effect from the date that we notify you in writing that the new Fees will apply.

16.3. You are responsible for the payment of any taxes which may be applicable to any Payment Transactions that you make or any payments you may receive in your Wallet or WALCY Global Account, and it is your responsibility to collect, report and pay the correct tax to the appropriate tax authority in all relevant jurisdictions.

17. Liability and Indemnity

17.1. Nothing in the Agreement shall limit or exclude our liability for:

(a) death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c) anything else which cannot lawfully be limited or excluded (including under the FCA Handbook).

17.2. Subject to clause 17.1:

(a) we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, indirect, special or consequential loss or damage, loss of reputation, interest, penalties, costs or expenses arising under or in connection with the Agreement. All warranties which, but for this provision, would or might be implied by law, including (without limitation) warranties as to fitness for purpose, are hereby excluded to the fullest extent permitted by law;

(b) we accept no liability whatsoever for any damages, losses, costs, and expenses that you may suffer as a result of a default of any Payment Services Provider or third party.

17.3. Notwithstanding the provisions of clause 17.2, our liability with respect to this Agreement shall be limited to 100% of the Fees paid by you to us under this Agreement in the twelve (12) months prior to the date on which your claim arose; except that with regards to any FX Transaction, WALCY’s maximum liability, whether arising in contract, tort or otherwise, shall be limited to an amount equal to the relevant Fee paid by you to us for the FX Transaction at issue.

17.4. The above exclusions and limitations set out in this clause shall apply to any liability of our affiliates, such as the Payment Services Providers, and other suppliers, contractors, distributors, and any of their respective affiliates (if any), to you, which may arise in connection with this Agreement. For all intents and purposes of the law, we appear hereon also as agents for our affiliates, such as the Payment Service Providers, and other suppliers, contractors, distributors, and any of their respective affiliates (if any), limitedly for the purpose of this clause.

17.5. Except as expressly stated in this Agreement, all warranties, conditions, and terms, whether expressed or implied by statute, common law, or otherwise (including any implied warranties of satisfactory quality or fitness for a particular purpose or non-infringement) are hereby excluded to the extent permitted by law.

17.6. You accordingly indemnify and hold us harmless against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach by you of the Agreement.

18. Intellectual Property

18.1. WALCY is the owner of the WALCY Materials. Any rights granted to you over the WALCY Materials are granted by us.

18.2. You may use the WALCY Materials to receive the WALCY Services that we provide via the WALCY Platform. In consideration of your agreeing to abide by the terms of this Agreement, WALCY grants you a non-transferable, non-exclusive license to use the WALCY Platform on your device subject to this Agreement. WALCY reserves all other rights.

18.3. You must not, and may not attempt to, directly or indirectly:

(a) transfer, sublicense, or otherwise grant rights in the WALCY Materials to any person or entity;

(b) modify, copy, tamper with, or otherwise create derivative works of any software included in the WALCY Materials; or

(c) reverse engineer, disassemble, or decompile the WALCY Materials or apply any other process or procedure to derive the source code of any software included in the WALCY Materials.

18.4. You grant WALCY a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable to any WALCY affiliate, Payment Services Provider or other third party service provider, licence to use your proprietary business and customer data, as well as details of transactions transmitted by you via the WALCY Platform, for the purposes of operating the WALCY Platform, providing the WALCY Services, and fulfilling our rights and obligations under this Agreement.

19. Personal Data

19.1. You acknowledge and agree that both you and us will act as data controllers in relation to Personal Data processed in the performance of this Agreement.

19.2. We will manage and protect your Personal Data in accordance with all applicable data protection laws. For full and comprehensive information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it and how we keep it secure, please refer to our Privacy Policy which is provided to you at the time we collect your Personal Data and which can be found on the WALCY Website.

19.3. You consent that all data shared by you with us, may be shared with our Payment Services Providers in connection with the provision of the WALCY Services to you. If you no longer want us to use your information or if you fail to provide the Personal Data which we request, we will stop providing the WALCY Services but may still use your Personal Data or information where we have lawful grounds to do so, for example because we need to retain records for regulatory purposes.

20. Confidentiality

20.1. Each party will treat the other party’s Confidential Information as strictly confidential and will not copy, disclose, reproduce or use it, except if the disclosure, copying, reproduction or use is:

(a) required by Applicable Law, a regulatory authority, tax authority or stock exchange;

(b) to a party’s personnel or your third-party service providers (including for us the Payment Services Providers), to the extent necessary to perform or receive the WALCY Services (as applicable), or otherwise to perform that party’s obligations under this Agreement, and provided that such personnel or third-party service providers are subject to confidentiality obligations equivalent to those in this clause 20;

(c) required for the purpose of any court, arbitration, tribunal, dispute resolution proceedings or other proceedings connected with this Agreement;

(d) to a party’s professional advisors or potential financiers, to the extent necessary to perform or receive the WALCY Services (as applicable), or otherwise to perform that party’s obligations under this Agreement and provided that any advisor or potential financier is subject to confidentiality obligations equivalent to those in this clause 20;

(e) approved in writing by the party whose Confidential Information it is; or

(f) subsequent to the Confidential Information becoming publicly available (other than because of a breach of this clause 20).

20.2. To the extent permitted by Applicable Law (or unless otherwise directed by a regulatory authority), each party must notify the other in writing prior to disclosing the other party’s Confidential Information to a third-party as permitted under clauses20.1(a) and 20.1(c).

20.3. Each party will promptly notify the other if there is a breach of these confidentiality obligations in this clause 20.

20.4. These confidentiality obligations in this clause 20 will survive any termination or expiration of this Agreement.

21. Termination and Suspension

21.1. We may terminate your WALCY Platform Account or any WALCY Services associated with it (including closing of your Wallet(s) or WALCY Global Account) by giving you two (2) months’ prior notice which we shall send to the most recent email address with which you have provided us. You may terminate your WALCY Platform Account with us at any time in accordance with clause 14.

21.2. We can suspend your WALCY Platform Account or any WALCY Services associated with it (including suspending your Wallet(s) or WALCY Global Account), restrict its functionality or terminate this Agreement at any time with immediate effect if:

(a) you haven’t given us the information we need or we believe that any of the information that you have provided to us was incorrect or false; or

(b) a FX Transaction or Payment Transaction has been declined because of a lack of available funds in your Wallet(s), WALCY Global Account, or Nominated Account, or you do not repay money that you owe to us; or

(c) you fail to provide us with identity information or documents as reasonably required by us to enable us to carry out the checks required by Applicable Law or as required by a regulatory authority; or

(d) you fail to meet any KYC, AML, or other due diligence checks conducted by us at any time; or

(e) in our reasonable opinion your financial position or credit rating deteriorates to such an extent that your ability to adequately fulfil your obligations under this Agreement, or our ability to comply with Applicable Law as a result of such deterioration, is placed in jeopardy; or

(f) you become bankrupt; or

(g) you fail to adhere to any Applicable Law or regulatory requirements; or

(h) we are required to do so under Applicable Law or where we believe that continued provision of the WALCY Services to you may be in breach of Applicable Law; or

(i) we are required to do so by any of our Payment Services Providers; or

(j) we cannot process some or all of your FX Transactions or Payment Transactions due to the actions of third parties; or

(k) clause 4.3(a) of Part 2 (WALCY API) applies; or

(l) you have breached this Agreement.

21.3. In the event that we do suspend or terminate your WALCY Platform Account or any payment service associated with it (including suspending your Wallet(s) or WALCY Global Account), then, where lawfully permitted, we shall notify you in advance or as soon as possible afterwards.

22. Amendments to this Agreement

22.1. Subject to clause 22.2, we may change this Agreement in accordance with this clause 22 by providing you with two (2) months’ advance notice via email to the primary email address registered with your WALCY Platform Account, except where the proposed changes are:

(a) required under Applicable Law; or

(b) in relation to the addition of a new WALCY Service or new functionality offered by us,

in which cases we may introduce said changes immediately upon providing you with written notice.

22.2. Changes to any Exchange Rate shall come into effect immediately without notice and you shall not have the right to object to such a change.

22.3. If you object to the changes, they will not apply to you. However, any such objection within the two-month notice period shall constitute a notice by you to terminate and close your WALCY Platform Account. Your WALCY Platform Account will be closed in accordance with the provisions of clause 14. You will be deemed to have accepted any change to this Agreement unless you notify us before the proposed date of the change.

22.4. If any part of this Agreement, or any subsequent change, is inconsistent with any regulatory requirements, then we will not rely on that part but treat it as if it did actually reflect the relevant regulatory requirement. If we need to make operational changes before, we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.

23. Communication between you and us

23.1. You must maintain a valid email address in your WALCY Platform and must have internet access to receive communications and information relating to the WALCY Services. We will correspond with you via notifications in the WALCY Platform or by email unless relevant legislation or regulations require us to correspond in print form, in which case we will also correspond in print form. You are required to check for notifications on the WALCY Platform and on the email address provided regularly and frequently.

23.2. You may contact us at any time by sending an email to WALCY Customer Services at the support email address [email protected].

24. Complaints

24.1. You should address any complaints about us, or the services we provide, to [email protected]. You should clearly indicate that you are wishing to make a complaint to us. We will make every effort to reach a resolution to your complaint and will fully explain the reasoning behind our decision.

24.2. Please refer to the Complaints Policy contained on the WALCY Website for further information and details regarding timescales and escalation procedures, in the unlikely event you are unhappy with the outcome.

25. Miscellaneous

25.1. This Agreement is governed by English law.

25.2. You agree to the exclusive jurisdiction of the courts of England.

25.3. The English language version of this Agreement and of any communications and WALCY Website content will prevail over any other language version which we may issue from time to time.

25.4. Any delay or failure to exercise any right or remedy under this Agreement by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.

25.5. We will safeguard your funds so that they are protected in accordance with Applicable Law if we become insolvent.

25.6. If any provision of this Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.

25.7. You may not assign or transfer any of your rights and/or benefits under this Agreement and you shall be the sole party to the contract between us. You will remain liable until all sums due to us under this Agreement have been paid by you in full. We may assign our rights and benefits under this Agreement to a third party and may subcontract any of our obligations under this Agreement.

Part 2 – WALCY API
1. Introduction
1.1. This Part 2 (WALCY API) described both your and our rights and obligations in relation to the WALCY API provided under this Agreements

1.2. This Part 2 (WALCY API) is subject to and governed by the terms and conditions set out in the other parts of this Agreement and the WALCY Policies.

2. Description of the Service
2.1. The WALCY API provides you with access to our core payment platform and the range of WALCY Services we provide under this Agreement, which may vary from time to time.

3. Access to the WALCY API
3.1. Access to the WALCY API is based on the API Documentation.

3.2. You must comply with all the requirements set out in the API Documentation.

3.3. If requested by you, we may choose to give you access to the WALCY Sandbox API for a limited period of time.

3.4. Your access to the WALCY API is subject to you having Self-Certified and us notifying you that you have been promoted to the WALCY API.

4. Technical Requirements
4.1. We will support the accessibility and maintenance of each version of the WALCY API for at least twelve (12) months following release of a newest version of the WALCY API. We will provide you with at least six (6) months’ notice, unless otherwise notified by us that a shorter time period will apply which will be in compliance with Applicable Law, by email and/or in the API Documentation, of any withdrawal of a version of the WALCY API.

4.2. You must notify us of any material planned changes to the technical specifications of the systems you use to access the WALCY API to the extent that such changes may affect the manner in which you use the WALCY API.

4.3. If changes to your technical specifications mean you can no longer access the WALCY API, we may at our option:

(a) terminate this Part 2 (WALCY API) immediately in accordance with clause 21.2 of the Agreement; or

(b) require you to develop and test your amended systems’ connection via the WALCY Sandbox API and ask you to recertify via the WALCY Platform.

4.4. You must promptly comply with all reasonable requests from us in relation to the maintenance and operation of the WALCY API.

5. Security
5.1. It is your responsibility to maintain the security of the IT systems you use to connect to the WALCY API.

5.2. You acknowledge and agree that all messages and instructions provided to us via the WALCY API must be sent using HTTPS secured channels and must be authenticated using the security and encryption procedures set out in the API Documentation.

5.3. 6.3. You must ensure that all security credentials used to validate your access to the WALCY API are kept secure at all times. We may replace or update such authentication details at any time. Such authentication details may expire automatically from time to time, and it is your responsibility to renew such details to ensure your continued access to the WALCY API. Failure to renew or update such authentication details may prevent you from using the WALCY Services via the WALCY API.

5.4. When using the WALCY API, you must ensure that:

(a) your digital keys and digital signing actions are encrypted and stored in our cloud-based database; and

(b) all messages (webhooks)which we send to you are sent to a secure domain which is only accessible by Authorised Users. You must ensure that you sign and respond correctly to such messages (webhooks) as set out in the API Documentation.

5.5. You are responsible for monitoring the access gained to your Wallets and/or WALCY Global Accounts within the WALCY API and the actions taken within those Accounts and for notifying us as soon as possible if any of your Wallets or WALCY Global Accounts is compromised.

ELIGIBILITY

1. This document (“Terms”) is an agreement between you and WALCY. LTD. which set outs the term and conditions governing your use and access of:

(a) the electronic platform that is owned and operated by the Company (“Walcy”); and

(b) the products and services offered by the Company and third parties engaged by, or in partnership with, the Company through Walcy (“Services”).

2. The fees applicable to you for the use of Walcy and/or the Services shall be set out in the pricing schedule provided to you by the Company (as revised, amended or restated from time to time (“Fees”) and the Fees are strictly non-refundable unless stated otherwise by the Company.

3. The version of the Terms currently in force will be available through Walcy and on the official website of the Company at https://walcybank.com/ (“Website”) and you agree that it shall be your sole responsibility to check for any updates to the Terms.

4. In interpreting the Terms, the intention and purpose behind the specific paragraph or paragraphs generally must be taken into consideration.

5. The Terms shall be of a continuing nature.