Apron

Apron Payments Ltd - Customer Terms and Conditions

Last reviewed: May 1st, 2025

  1. THESE TERMS AND CONDITIONS

    1. These are the terms and conditions on which Apron Payments Ltd. ("Apron") enable you to manage and pay invoices to your suppliers (“Suppliers”), and to make payroll payments to payroll recipients (“Payroll Recipients”), using our platform, (the "Platform"); together with:
      1. our Privacy Policy; and
      2. the Annex to these terms and conditions,
      they comprise the Agreement between you and us in respect of your use of the Platform.
    2. Apron is a limited company registered in England and Wales with company number 13779960. Apron’s registered office address is at 201 Bishopsgate, London, England, EC2M 3АВ. Apron is authorised and regulated by the UK Financial Conduct Authority (“FCA”) under the Payment Services Regulations 2017 and Electronic Money Regulations 2011 (as amended and replaced from time to time) for the issuing of electronic money and the provision of payment services under firm reference number 1004915.
    3. To use the Platform, you will also be required to enter into a separate agreement set out in the Annex to these terms and conditions with Plaid Financial Ltd., a limited company registered in England and Wales with company number 11103959, whose registered office address is at Techspace Level 4, 25 Worship Street, London, United Kingdom, EC2A 2DX, and who are authorised and regulated by the FCA under firm reference number 804718, and who also trade under the name Plaid (“Plaid Terms of Service”). Plaid will provide you with payment initiation services on the Platform, and we explain what these services mean in clause 4.1 of this Agreement.
    4. The provision of any services through the Platform is conditional upon your prior acceptance of the Plaid Terms of Service. When you accept this Agreement, you will also be accepting the Plaid Terms of Service. Subject to any requirements under applicable law, in the event of any conflict between these terms and conditions and the Plaid Terms of Service in the Annex, these terms and conditions shall prevail.
    5. It is important that you read both these terms and conditions and separately the Plaid Terms of Service in the Annex as they are legally binding on you and create direct contractual rights and obligations between you and Plaid, which are additional to the contractual rights and obligations in these terms and conditions. Please note that the Plaid Terms of Service may be amended by Plaid from time to time and we will provide you with any such updated agreement when we receive it.
    6. We will notify you that your application to use the Platform has been approved and by using the Platform you will be deemed to have accepted the terms and conditions of this Agreement, the Plaid Terms of Service in the Annex, and the other Annexes (as applicable).
    7. When you enter into this Agreement, you agree that:
      1. we are authorised to enter into an agreement with Plaid, acting as your agent, for Plaid to provide you with payment initiation services, and you accept and are bound by the Plaid Terms of Service; and
      2. we are authorised to give instructions (as provided for in the Plaid Terms of Service and in this Agreement) and provide information concerning you to Plaid, and Plaid is entitled to rely on any such instructions or information without further enquiry.
    8. In this document, reference to we/our/us are to Apron. Any references to Customer/you/your are references to you as a user of the Platform and, as applicable, your Authorised Persons.
    9. If you would like to discuss any element of this Agreement or any part of the services offered by us in more detail, please contact us using the support chat available in the Platform, which is the primary communication channel. Otherwise we can be contacted by email at support@getapron.com
    10. The information on the Platform (and/or our website) is intended for use only by those who can access it from within the UK. Whilst access may be possible from outside the UK, the Platform (and/or our website) is not intended for such use. If you choose to access the Platform (and/or our website) from outside the UK, you do so at your own risk and you are responsible for compliance with applicable local laws relating to the use of, or otherwise connecting to, the Platform (and/or our website). No information on the Platform (and/or our website) constitutes an offer or solicitation to anyone in any jurisdiction where such an offer is not lawful or to anyone to whom it is unlawful to make sure an offer or solicitation.

  2. OPENING AN ACCOUNT

    1. Apron and the Platform is a document processing and payment platform that allows:
      1. customers of Suppliers, such as yourself, to manage and pay multiple supplier invoices; and/or
      2. you to process payments to Payroll Recipients; and/or
      3. manage expenses and capture these for bookkeeping purposes,
      via an Apron account (“Account”). You, or Authorised Persons acting on your behalf, can create an Account on the Platform via our website, and that Account will be subject to these terms and conditions.
    2. In order to create an Account and begin using the Platform, you must be:
      1. an individual of at least 18 years of age who:
        1. is entering into this Agreement in relation to business activities;
        2. is a resident in the UK; and
        3. has sufficient legal capacity to enter into the Agreement; or
      2. a legal entity that is:
        1. incorporated or established in the UK;
        2. has a principal place of business in the UK; and
        3. provide us with the information that we request from you as part of our opening an e-wallet procedures.
    3. Before we open an Account for you, we will conduct “know your client” checks and anti-money laundering checks which must be successfully completed to open an Account. These checks will involve you providing certain information, documents and data to us. If the Account is being opened for you by your Authorised Persons, we will obtain certain information, documents and data both in respect of you, your Authorised Persons and the arrangements between you and your Authorised Person.
    4. You will be required to provide details of a bank account, whether in your name or in the name of a company for which you have permission to act on behalf of, at a bank or building society in the UK that falls within the scope of bank accounts accepted by Open Banking, Plaid and Apron (“Nominated Bank Account”). We will provide the account number, sort code and IBAN of your Nominated Bank Account to enable Plaid to provide you with Payment Initiation Services via our Platform. You agree that we may direct you to Plaid’s secure portal for the purposes of you granting Plaid permission to contact your Nominated Bank Account provider (“Bank”) to request information relating to your Nominated Bank Account. We will ask you to refresh this permission if you wish to make a payment via your Account.
    5. You may remove or replace your Nominated Bank Account from your Account at any time. Should you remove your Nominated Bank Account from your Account and not replace it you will still be able to fund your transfer via one of the alternative methods disclosed via the Platform.
    6. You will also be required to provide details of the application on which your invoices are collated (“Invoicing Application”). You will be required to access your Invoicing Application via the Platform in order to connect the Invoicing Application to our Platform. You will be required to enter your user credentials and password (and any other login credentials required) directly into the Invoicing Application (not through the Platform). We will never ask you to provide your Invoicing Application password to us or to a third party.
    7. If your application is successful, we will open an Account for you on the Platform. We have the right to decline the request to open the Account without providing reasons for doing so and with no right to any compensation.
    8. If, in our absolute discretion, we suspect or have reason to suspect money laundering or any other illegal activities, we may cease to provide you with access to your Account and/or the Platform or any other services under this Agreement without any explanation or notice and inform relevant law enforcement agencies or other relevant authorities of our suspicions and the reasons for them. This is in order for us to comply with our legal and regulatory obligations. We also reserve the right to disable your Account at any time if we consider that your Account is being used in a way that is a material breach or persistent breach of this Agreement.
    9. Where you are required to provide us with personal information or any other information in order to register an Account for use on the Platform or satisfy any eligibility criteria or other ongoing requirements (including in relation to any regulatory requirements), you agree that any such information you provide will be accurate, complete and current and that you will promptly provide us with any changes or updates to this information.You agree and confirm that you, and your Authorised Persons when acting on your behalf, will only use and maintain one single Account to access or otherwise utilise the Platform, and that your/your Authorised Person’s creation and/or use of any subsequent accounts may result in our disabling all accounts and withdrawing your/your Authorised Person’s access to the Platform.

  3. ACCESSING THE PLATFORM

    1. When you/your Authorised Persons open an Account you/they will be required to select a username and password, the combination of which will constitute your Security Details. You/your Authorised Persons must take all reasonable steps to keep such Security Details confidential at all times and must never disclose any Security Details to anyone. We will never ask you/your Authorised Persons to provide the password to us or to a third party and you/your Authorised Persons must never allow anyone to access your Account or watch you/your Authorised Persons accessing your Account. We recommend that you/your Authorised Persons change the password regularly in order to limit the risk of your accountAccount being compromised.
    2. You/your Authorised Persons are responsible for all activities that occur on your Account, as well as for monitoring your Account. You/your Authorised Persons must ensure that you/they read all messages that have been sent to you/them. If you/your Authorised Persons have any indication or suspicion of your Account, Security Details or any other security feature being lost, stolen, misappropriated, used without authorisation, or otherwise compromised, you/your Authorised Persons are advised to change the password immediately and contact us without undue delay.
    3. We may suspend your Account and your/your Authorised Persons’ access to the Platform if we have reasonable grounds to suspect:
      1. the security of the Account or any of its security features, including the use of the Security Details, have been compromised;
      2. an unauthorised or fraudulent use of your Account has occurred;
      3. your Account has been used in any way that may not comply with any law or regulation;
      4. if you are an individual that has entered into this Agreement in relation to business activities (see clause 2.2(a)(i)), you are not a UK resident;
      5. you appear on any sanctions and asset freeze lists, including those administered by the European Union, United Nations, Office of Financial Sanctions Implementation HM Treasury, Office of Foreign Assets Control, or any other applicable local lists; or
      6. any of the information or documentation provided by you or on your behalf in relation to your identity, financial standing and/or source of funds is misleading, incomplete or inaccurate.
    4. Where permitted by applicable law, we will usually notify you and your Authorised Persons before any suspension or restriction, but we are not obliged to do so. Where we do not notify you and your Authorised Persons in advance of a suspension or restriction, we will notify you and your Authorised Persons after the suspension or restriction has been imposed. We will remove the suspension and/or the restriction as soon as practicable after the reasons for the suspension no longer exist.
    5. You and your Authorised Persons must let us know immediately if you or they lose, or if someone else comes into possession of or has access to, your Security Details. In that event (or if we reasonably suspect such an event to have happened) we may suspend activity on your Account until the matter is resolved to our satisfaction.

  4. PAYMENT INITIATION SERVICES

    1. When you choose to make payment to a Supplier through the payment initiation services, the Platform will redirect you to a separate platform where you will be able to gain access to the payment initiation services provided to you by Plaid under the Plaid Terms of Service (“Plaid Payment Gateway”). The Plaid Payment Gateway will allow you to send payments directly from your Nominated Bank Account to the Supplier’s bank or building society (“Supplier Bank Account”) without you having to access your Bank’s banking application or other website. This service is termed Payment Initiation Services.
    2. When using the Plaid’s Payment Initiation Services, you will submit your transfer instruction (including the amount, date of payment and, if relevant, a reference) directly through the Plaid Payment Gateway. We will provide Plaid with the details of the Supplier Bank Account that you have selected on the Platform and you are responsible for ensuring that the details of the Supplier Bank Account are accurate. Please see the Plaid Terms of Service for more information on how to submit instructions to use Plaid’s Payment Initiation Services.
    3. Plaid will inform us when they have submitted your payment instruction and we will provide this confirmation to you via the Platform. Please note that we are not involved in any aspect of the Payment Initiation Services, or the resulting payment transactions. As a result, any questions relating to the Payment Initiation Services should be directed towards Plaid under the Plaid Terms of Service.
    4. You agree that Plaid may provide such information to us as is necessary for us to comply with our obligations to you under this Agreement, including, but not limited to, any confirmation of payments made to the Supplier Bank Account.

  5. E-MONEY SERVICES

    1. When you choose to make a payment to a Supplier or a Payroll Recipient via the electronic money services, the Platform will redirect you to a section where you will be able to gain access to the payment journey specifically for the electronic money and related payment services provided to you by Apron. This service is termed the E-Money Services.
    2. The E-Money Services allow you to acquire electronic money issued by Apron, and to then instruct us to use this electronic money to send payments to the party you have instructed. You will fund the purchase of the electronic money from your Nominated Bank Account, and the resulting electronic money will be allocated to your electronic money wallet (the “E-Money Account”). Prior to the intended date of payment to your Supplier or Payroll Recipient, you must have a sufficient balance in your E-Money Account for the value of the payment you want to make, taking into account other payments that have been instructed. We will conduct transaction monitoring checks to validate the payment you want to make. The payment instruction will then be sent by us to facilitate an onward payment to the Supplier Bank Account or the Payroll Recipient’s bank or building society (“Payroll Recipient Bank Account”) using the balance of the E-Money Account.
    3. The payment journey will specify the various ways in which you can fund your acquisition of Apron’s electronic money/your onward payment, including:
      1. through the Payment Initiation Services;
      2. by way of a bank transfer; and/or
      3. by way of a card payment.
    4. In providing our E-Money Services, we will:
      1. receive the money you are looking to credit to your balance in your E-Money Account;
      2. arrange for the onward transfer of the resulting electronic money funds according to your instructions; and
      3. hold the electronic money funds in your E-Money Account until such time as we receive instructions from you for them to be transferred.
      When we have executed the onward payment to your selected Supplier Bank Account or Payroll Recipient Bank Account, we will provide this confirmation to you via the Platform.
    5. Any questions relating to the E-Money Services can be directed to our support team via the chat function or via email to support@getapron.com.
      6. Submitting an instruction

      Payments to payees

    6. When using the E-Money Services to make a payment to a payee, you will submit your transfer instruction to us through the specific payment journey on the Platform. This is called a payment instruction. We will execute the payment instruction made by you, subject to you providing us (through submitting this information on the Platform) with the following:
      1. details of the person you wish the transfer to be made to;
      2. the amount to be transferred;
      3. a description of the payment;
      4. all other mandatory information requested as part of the payment journey screens;
      5. when you would like the payment to be made; and
      6. confirmation that you want the payment to go ahead.
    7. When using the E-Money Services to make a payment to a payee, you are responsible for ensuring that the payment instructions and the details of the payee and the payee's bank account are accurate, complete and correct. If you provide incorrect payee and/or payee bank account details we will not be liable for any loss you incur, although we will use reasonable efforts to assist you in the recovery of the payment. We reserve the right to charge you a fee to cover our reasonable costs for doing this.
    8. You are required to provide us with any additional information that we request with regard to a payment to a payee within two (2) Business Days of our request.
    9. You consent to us including your full name and address (and any other details as are required to enable us to comply with our anti money laundering procedures) on the payment details to be sent to the payee’s bank or payment service provider to comply with anti-money laundering regulations.
    10. For an immediate outbound payment to a payee, we will forward a payment instruction on the same date we are deemed to receive it. If we receive a payment instruction by 4.30pm on a Business Day, your payment instruction will be deemed to have been received by us on that Business Day. If your payment instruction is received after 4.30pm or on a day that is not a Business Day, your payment instruction will be deemed to have been received on the next Business Day. Your payment instruction will be acted on the earliest possible payment date unless you have requested a specific future date as described in clause 5.28 below.
    11. You may revoke or cancel a payment instruction for a future outgoing payment transaction relating to a payee at any time prior to payment execution through our services.
    12. You are responsible for confirming via the Platform that a payment instruction relating to a payee has been received and processed by us. We are not liable for any loss in circumstances where erroneous duplicate payment instructions are sent to us by you.
      13. Payments to Payroll Recipients

    13. When using the E-Money Services to make payments to Payroll Recipients, you will submit your transfer instruction to us through the specific payment journey on the Platform. This is referred to as a payment instruction. We will execute the payment instruction made by you, subject to you providing us with all necessary payroll data that will be used to make the payments to Payroll Recipients. These details will be contained in the type of file that your payroll software produces (which can be the type of file produced by your payroll software, such as BACS, FPS, CSV, TXT and XLSX) (the “Payroll Data File”). The Payroll Data File must include the following information:
      1. details of the Payroll Recipients you wish the payments to be made to;
      2. the amount to be transferred as a payment to each Payroll Recipient; and
      3. all other mandatory information requested as part of the payment journey.
    14. You will be required to upload the Payroll Data File to the Platform, after which it will be read and processed automatically via the Platform.
    15. When using the E-Money Services to make a payment to a Payroll Recipient, you are responsible for ensuring that the payment instruction and the details of the Payroll Recipient and the Payroll Recipient Bank Account are accurate, complete and correct. If you provide incorrect Payroll Recipient and/or Payroll Recipient Bank Account details we will not be liable for any loss you incur, although we will use reasonable efforts to assist you in the recovery of the payment. We reserve the right to charge you a fee to cover our reasonable costs for doing this.
    16. You consent to us including your full name and address (and any other details as are required to enable us to comply with our anti money laundering procedures) on the payment details to be sent to the Payroll Recipient’s bank to comply with anti-money laundering regulations.
    17. You are required to provide us with any additional information that we request with regard to a payment to a Payroll Recipient within two (2) Business Days of our request.
    18. For immediate outbound payments to Payroll Recipients, we will forward a payment instruction on the same date we are deemed to receive it. If we receive a payment instruction by 4.30pm on a Business Day, your payment instruction will be deemed to have been received by us on that Business Day. If your payment instruction is received after 4.30pm or on a day that is not a Business Day, your payment instruction will be deemed to have been received on the next Business Day. Your payment instruction will be acted on the earliest possible payment date unless you have requested a specific future date as described in clause 5.28 below.
    19. You may revoke or cancel a payment instruction for a future outgoing payment transaction relating to a Payroll Recipient at any time prior to payment execution through our services.
    20. You are responsible for confirming via the Platform that a payment instruction relating to a Payroll Recipient has been received and processed by us. We are not liable for any loss in circumstances where erroneous duplicate payroll payment instructions are sent to us by you.
      21. Methods for funding your transfer

    21. The methods for paying the amount to us will be disclosed via the Platform, including the details of the account the monies must be sent to.
      22. Rejecting a transfer

    22. In addition to any other grounds specified in these terms and conditions, we may refuse your payment instruction because, for example, you are in material breach of these terms and conditions, or we reasonably believe the payment to be unlawful. In these circumstances, we shall promptly notify you using your supplied contact details, stating wherever possible the reasons for our refusal, and the procedure for rectifying any payment detail errors that led to the refusal but we reserve the right to charge you a fee to cover our reasonable costs for doing this. We are not obliged to notify you of our refusal to execute the proposed transaction where we reasonably believe that such a notification would be unlawful.
    23. We reserve the right, in our reasonable discretion, to impose ‘acceptable use’ terms in relation to the operation of the E-Money Services including the prohibition of certain categories of payment transactions (for example, payments in relation to the gaming, bitcoins and virtual currencies sectors) by specifying these via the Platform.
    24. You must not use the E-Money Services for any illegal purposes, including, without limitation, fraud and money laundering. We will report any suspicious activity to the relevant law enforcement agency. If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section we reserve the right to reverse the transaction, and/or close or suspend your receipt of the E-Money Services and/or report the transaction to the relevant law enforcement agency and/or claim damages from you.
      25. Executing the transfer

    25. Provided:
      1. you have had the balance of your E-Money Account credited with the appropriate amount prior to the intended date of your transfer; and
      2. we have not rejected the transfer in line with the above;
        3. we will execute your transfer in line with your payment instruction.
    26. Subject to clause 5.28 below, for immediate outbound payments to payees and/or Payroll Recipients, these will be processed as soon as the inbound payment has been settled, and always according with the general settlement timeframes of Faster Payments (for domestic payments in the UK), STEP2 for SEPA and SWIFT for other regions.
    27. Payments ordered via debit or credit card will be processed once the inbound payments have been settled, following the general timeframes of card schemes settlement.
    28. You will also be given the option on the Platform of arranging for outbound payments to payees and/or Payroll Recipients to be processed on payment dates selected in advance by you. The payments will then be processed on your scheduled payment dates.
    29. International money transfers often require funds to be transmitted between multiple intermediaries beyond our own direct payment service providers. These intermediaries or the beneficiary bank may deduct a charge. You acknowledge that these charges cannot always be calculated in advance and that you agree to be responsible for such charges. We will not be liable for losses that result from such charges being applied to your payment.
      30. Unauthorised or Incorrectly Executed Payments

    30. Under the Payment Services Regulations 2017 you may be entitled to redress from us for any unauthorised or incorrectly executed payments. These terms and conditions set out the basis for such redress.
    31. You must notify us as soon as is reasonably practicable after you become aware of any unauthorised or incorrectly executed payments, otherwise we may not be liable to you. In order to claim a refund for an unauthorised or incorrectly executed payment transaction you must notify us without undue delay after becoming aware of the unauthorised or incorrect transaction and in any event no later than thirteen (13) months after the date of the transfer.
      32. Incorrect Information or Payee’s/Payroll Recipient’s Bank Failure

    32. We will not be liable to you for the non-execution of a payment or for the defective execution of a payment if the information you provide is incorrect. We will not be liable for errors, mistakes, or non-performance arising from the payee’s or Payroll Recipient’s bank if the payee’s or Payroll Recipient’s bank fails to process the payment correctly. In either case, we will make reasonable efforts to recover the funds involved in the payment. You will be responsible for the costs incurred by us for any such recovery.
      33. Chargeback

    33. If electronic money is issued to your E-Money Account in exchange for a payment which uses a method giving you Chargeback rights (for example in relation to your credit card, you may ask your card provider to reverse a transaction on your card), you confirm that you will only exercise this Chargeback right if we have breached these terms and conditions or if there was an unauthorised use of your payment instrument.
    34. You agree that you will not exercise your Chargeback right for reasons which we are not responsible, including a dispute with your recipient or if there is insufficient electronic money in your E-Money Account. If we need to investigate or take any actions in connection with a Chargeback raised by you, we may charge you for our costs in doing so and may deduct such an amount from your balance in your E-Money Account. Our fees are non-refundable with regards to any Chargebacks.

  6. OUR CHARGES

    1. In consideration of us agreeing to enter into this Agreement and your use of the Platform and the services, you will pay to us all applicable fees, costs and charges as specified and in the manner set out on the Platform at getapron.com/pricing.
    2. We may change our fees, cost and charges and will provide you with at least thirty (30) days' advance notice in writing of any such change (and in accordance with the terms in clause 16 below).
    3. If you fail to pay any fees, costs or charges in accordance with this clause 6, we may suspend or restrict your access to the Platform and any services provided under this Agreement (in whole or in part) without prejudice to any other action that we may take.
    4. Any amounts not paid on the date on which they are due for payment in accordance with this clause 6 will be subject to a late payment charge as set out on the Platform at getapron.com/pricing
    5. Any additional fees that you may incur in connection with your use of the Platform will be levied by Plaid or your Invoicing Application provider, and will be subject to the terms and conditions you have separately agreed with such persons.

  7. WARRANTIES AND REPRESENTATIONS

    1. By entering into the Agreement, you represent and warrant to us that:
      1. you have capacity to enter into it and to provide any instruction, and any transaction contemplated under it;
      2. you hold all required licences, registrations and permissions to carry out your business;
      3. if applicable, your Authorised Persons have all necessary rights, permissions and authority to act on your behalf as agent to enter into this Agreement, and to use and give instruction in respect of your Account and the services provided by us under this Agreement;
      4. you have read and understand the Agreement and understand the risks involved in entering into the transactions contemplated by it;
      5. you understand and acknowledge that although the Platform is provided to enable you to transfer funds, we do not guarantee the successful completion of any transfer requested;
      6. you will only use our services for lawful purposes;
      7. you shall not use our services other than in accordance with such operating processes and procedures as we may prescribe from time to time;
      8. with the exception of Authorised Persons, you are not entering into the Agreement on behalf of any third party;
      9. any transfer instruction provided is for the purposes of settling invoices arising in the course of your conducting a legitimate trading business;
      10. you are compliant at all times with all applicable laws, rules and regulations in all jurisdictions in which you operate;
      11. you will not violate any law, ordinance, charter, by-law or rule applicable by entering into the Agreement;
      12. you understand and acknowledge that while we make reasonable endeavours to ensure the accuracy of the information that we are provided with, and which in turn, is provided to you, neither we nor any of our or directors or employees make any representation or warranty, express or implied, as to the accuracy or completeness of such information; and
      13. any information provided by you/your Authorised Persons to us is complete, accurate and up to date.

  8. AVAILABILITY OF THE PLATFORM

    1. We will take all reasonable steps to ensure that the Platform is available for you and your Authorised Persons to use at any time. However, for various reasons there may be times where the Platform may not be available, such as due to technical difficulties or upgrades where we may not be able to receive your instructions or allow you to access the Platform. If this happens, where possible we will seek to provide you with notice in advance or as soon as we can. You can also contact us using the support chat available in the Platform, which is the primary communication channel; otherwise we can be contacted by email at support@getapron.com.

  9. TERMINATION

    1. You may terminate this Agreement at any time by following the instructions on the Platform.
    2. We may terminate the Agreement on giving you at least two months’ notice unless the following apply (or we reasonably suspect them to), in which case we may terminate the Agreement with immediate effect if:
      1. you fail to comply with the Agreement, or any laws applicable to you or us;
      2. you are unable to pay your debts as they become due or subject to any order or petition for bankruptcy (or equivalent) or have entered into any arrangement or composition with creditors;
      3. you have acted fraudulently or negligently;
      4. someone else is trying to access your Account;
      5. someone else knows or is using your Security Details;
      6. in Apron’s reasonable opinion, it is required to prevent any imminent threat to the security of the Platform;
      7. our relationship has broken down because of your actions, e.g. you have threatened our staff; or
      8. we are ordered to do so by a legal, regulatory body or court.

  10. LIMITATION OF LIABILITY AND INDEMNITY

    1. Nothing in this Agreement shall exclude or limit our liability for the following, provided you have fully complied with your obligations under this Agreement:
      1. any liability we have to you to in respect of unauthorised payment transactions under the Payment Services Regulations 2017;
      2. any liability we have to you to in respect of incorrectly or defectively executed payment transactions under the Payment Services Regulations 2017; and/or
      3. any other liability we have to you under the Payment Services Regulations 2017 that cannot be excluded or limited.
    2. Subject to clause 10.1, we shall only be liable to you for any loss or damage which results directly from our breach of this Agreement or our negligence, fraud or wilful misconduct, and in any event, only up to a maximum aggregate amount of £5,000 in any calendar year.
    3. You shall be liable to us for any loss or damage suffered by us as a result of your breach of this Agreement (or any other document constituting our agreement with you in respect of your use of the Platform) or for your negligence or wilful misconduct.
    4. You shall be liable to us, and on our demand you shall promptly pay to us, for all losses (including losses and expenses from any action we take to seek to cover or reduce our exposure under any transfers) arising from or in connection with:
      1. our acting on your instructions or apparent instructions; or
      2. anything relating to such instructions made by or on behalf of you/your Authorised Persons to us or concluding instructions with us;
      except to the extent that, in each case, the losses arise due to our negligence, wilful default, or fraud.
    5. You agree and acknowledge that, under this Agreement (excluding the Annex) Plaid shall not be liable to you for any loss or damage you suffer as a result of your use of the Platform, or for your negligence of wilful misconduct.
    6. Whilst we take every care to maintain the standard and ongoing operation of the Platform, the internet is not always a stable medium, and errors, omissions, interruptions of service and delays may occur at any time. As a result, we do not accept any ongoing obligation or responsibility to operate the Platform (or any particular part of it).
    7. You agree and acknowledge that you will continue to be solely liable for and responsible for the rights and obligations in relation to any contract for goods or services that are received from your Supplier.
    8. We will not be liable for any indirect, incidental, special, punitive or consequential damages, loss of business, loss of profits, loss or corruption of data, loss of goodwill or reputation caused by any act or omission by us under this Agreement.
    9. Nothing in this Agreement shall limit any party’s liability for fraud, dishonesty or deceit, personal injury or death, or for any other liability which may not be excluded by English law.
    10. No party shall be liable for any failure or delay in the performance of any obligation under this Agreement by reason of any cause beyond that party’s reasonable control.
    11. You agree to fully defend us on demand from and against any third-party claim alleging that your actions in connection with your use of the services offered by us in accordance with this Agreement violates any third party’s rights of privacy or violates any privacy laws. You will, in either case, indemnify us (and our directors, employees and agents) against all damages awarded against us or agreed to in a written settlement agreement signed by you arising out of such claim. We shall:
      1. promptly notify you in writing of any such claim;
      2. authorize you to control the defence and all related settlement negotiations;
      3. provide you with the assistance and information reasonably necessary to defend and/or settle the any such claim;
      4. in no event jeopardise, settle or admit liability with respect to any such claim without your prior written consent, and
      5. use reasonable endeavours to mitigate any such claim.

  11. CONFIDENTIALITY

    1. Confidential Information obtained by either party under this Agreement must be treated in the strictest confidence. Neither party must disclose such Confidential Information to a third party except if:
      1. they are required to do so under applicable law;
      2. they are requested to do so (whether by compulsion of applicable law or not) by competent regulatory or fiscal authorities or a court or tribunal of competent jurisdiction;
      3. they have disclosed such Confidential Information in confidence to their professional advisers, auditors or insurers where reasonably necessary for the performance of their professional services under this Agreement or otherwise.
    2. Neither party will copy or reproduce the other party’s Confidential Information other than in connection with, and only to the extent necessary for, the purposes set out in the Agreement or which is automatically archived or backed up by that party’s systems.
    3. You agree and acknowledge that information regarding your Nominated Bank Account constitutes your Confidential Information, and, subject to clause 2.5, you provide consent for us to use that information for the purposes of providing you with the Platform’s services.
    4. Notwithstanding clause 11.1 above, you acknowledge that Apron may disclose in confidence any Confidential Information to any person (including our personnel, sub-contractors, affiliates, delegates and counterparties) to assist us with or enable the proper performance of our services to you and to enforce our rights and obligations under this Agreement.
    5. In addition to clauses 11.1 and 11.4 above, Apron may also disclose any Confidential Information to any person in the following circumstances:
      1. to investigate or prevent fraud or any other illegal activity;
      2. for any purposes which are ancillary to the provision of services under this Agreement, or for the administration of your investments, including for the purposes of credit enquiries or assessments;
      3. if it is in the public interest to disclose such information; and/or
      4. at your request to us or with your consent.
    6. The obligations in this clause 11 shall continue following termination of expiry of this Agreement until the recipient of Confidential Information is no longer in possession of the same.

  12. INTELLECTUAL PROPERTY

    1. Except as expressly set out in this Agreement, you will not acquire any right, title or interest in or to the Intellectual Property Rights of Apron, its affiliates or its or their licensors subsisting in:
      1. the Platform;
      2. software, including software which is or will be used by Apron or its affiliates or sub- contractors for the purposes of providing the services, which is owned by Apron or its affiliates or is licensed to Apron or its affiliates by a third party;
      3. any data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in or recorded on any electronic,
      4. magnetic, optical or tangible media and which are supplied to you by or on behalf of Apron or its affiliates, or which Apron, its affiliates or sub-contractors generates, processes, stores and transmits pursuant to this Agreement;
      5. Apron’s documentation, processes and procedures; and
      6. Apron’s know-how (including all ideas, concepts, schemes, information, knowledge, techniques, methodology and anything else in the nature of know how relating to the services).
    2. Where you acquire (whether by operation of law or otherwise) any right, title or interest in or to Intellectual Property Rights that is inconsistent with the provisions of this clause 12, you will assign in writing such Intellectual Property Rights as you have acquired to Apron on the request of Apron (whenever and however made).

  13. PRIVACY POLICY

    1. Any personal information that you provide to us or which we otherwise obtain will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you or from other sources, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities in the event you have a query or complaint about the use of your personal information.
    2. The personal information 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. If fraud is detected, you could be refused certain services, finance, or employment. Further details of how your information will be used by us and these fraud prevention agencies, and your data protection rights, can be found in our privacy policy. Further details of how your information will be used by us and these fraud prevention agencies, and your data protection rights, can also be found by visiting www.cifas.org.uk/fpn. Whenever fraud prevention agencies transfer your personal data outside of the European Economic Area, they impose contractual obligations on the recipients of that data to protect your personal data to the standard required in the European Economic Area. They may also require the recipient to subscribe to ‘international frameworks’ intended to enable secure data sharing
    3. Our privacy policy is available here.

  14. COMPLAINTS PROCEDURE

    1. If you want to make a complaint about us please either:
      1. email us at support@getapron.com; or
      2. send your complaint to:

        Apron Payments Ltd
        201 Bishopsgate
        London
        EC2M 3АВ
    2. When submitting a complaint please provide details of your complaint and details of your Account. We will then investigate and send you an initial response, having had access to an officer with the authority to settle the complaint (including, where appropriate, an offer of redress).
    3. We will send you an acknowledgement to let you know we have registered your complaint. We will aim to resolve your complaint within three (3) Business Days, however, there may be occasions where it may take longer. If this happens, we will do our best to resolve your complaint as soon as possible. If we do need more time, we will contact you to let you know. We will provide you with a final response to your complaint within eight (8) weeks of receiving it or, if we are not in a position to provide a final response within this time, a written response indicating when we expect to be able to provide our final response.
    4. If you are unhappy with our response, you may have the right to contact the Financial Ombudsman Service at:

      The Financial Ombudsman Service
      Exchange Tower
      London E14 9SR

      Tel: 080 0023 4567

      Email: complaint.info@financial-ombudsman.org.uk

  15. NO PARTNERSHIP OR AGENCY

    1. Except as may be expressly provided here, nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between us and you. It does not authorise either party to make or enter into any commitments for or on behalf of any other party.

  16. NOTICES

    1. We may (where allowed to do so by applicable law) communicate with you by posting information in your Account or on the Platform, in which case the information will be treated as received by you when it is posted by us. We may also contact you at the address you provide us with on opening your Account (or as updated by you from time to time).
    2. Any communication given to us shall be deemed to have been received only on actual receipt by us.
    3. Any notice or other communication given to a party under or in connection with the Agreement shall be:
      1. in writing;
      2. delivered by hand, by pre-paid first-class post or other next working day delivery service or sent by email; and
      3. deemed to have been received:
        1. if delivered by hand, at the time it is left at the relevant address;
        2. if posted by pre-paid first-class post or other next working day delivery service, on the second business day after posting; and
        3. if sent by email, when received.

  17. ELECTRONIC COMMUNICATIONS

    1. By entering into this Agreement, you consent to us communicating with you by email or by placing information on the Platform. You also expressly agree that we may communicate with you by letter, telephone, SMS or email and to discuss matters with you in person as and when appropriate.
    2. For completeness, your consent to electronic communications also includes your consent to receive confirmations and any other reports, documents, statements or similar that we may provide to you in connection with this Agreement by way of email or other electronic means, or by us placing such information on the Platform. You have the right to request hard copies of such documents and we will provide these to you if it is reasonable for us to do so.

  18. WAIVER AND VARIATION

    1. We can only waive a right or remedy provided in this Agreement or by law by express written notice to you.
    2. If we delay or fail to exercise any power, right or remedy under this Agreement this will not operate as a waiver of that power, right or remedy, nor will it impair or prejudice it.
    3. Any single or partial exercise or waiver of any power, right or remedy will not preclude our further exercise or the exercise of any other power, right or remedy.
    4. We may amend the terms of this Agreement:
      1. that apply to the Payment Initiation Services by giving you at least two months' notice;
      2. otherwise, in all other cases by giving you at least fourteen (14) days’ prior written notice,
      prior to the changes taking effect unless we are required to amend this Agreement with immediate effect due to a legal or regulatory requirement.
    5. If you do not agree with the proposed change(s) you must tell us via the support chat available in the Platform, which is the primary communication channel, or via email at support@getapron.com, before that change takes effect and you will have the right to terminate this Agreement at any time before the proposed date of their entry into force. If you do not contact us in order to tell us that you do not accept the changes and request to terminate this Agreement you will be deemed to have accepted the change(s) and they will automatically take effect on the date specified in the notice.

  19. SEVERABILITY

    1. Each of the provisions of this Agreement is distinct and severable from the others. If at any time one or more of those provisions is or becomes invalid, unlawful or unenforceable (whether wholly or partly), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any other extent) will not be affected or impaired in any way.
    2. We may agree in writing to amend this Agreement in order to ensure the terms are valid, lawful and enforceable.

  20. THIRD PARTY RIGHTS

    1. No party will have any rights to enforce any terms of this Agreement that they would not have had but for the Contracts (Rights of Third Parties) Act 1999. Our affiliates may enforce this Agreement as if they had been a party.

  21. GOVERNING LAW AND JURISDICTION

    1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales and each party agrees to submit any dispute which may arise out of, under, or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) to the exclusive jurisdiction of the courts of England and Wales.

  22. FORCE MAJEURE

    1. Except as set out otherwise, neither party will be liable for any loss caused directly or indirectly from circumstances not within its control, including but not limited to acts of God (including pandemics or any other endemic healthcare crisis) government restrictions, exchange or market rulings, actions affecting securities, clearing or commodity exchanges including suspensions of trading or extensions of trading hours, dealing cut-off times and holidays, acts of civil or military authority, national emergencies, natural disasters, wars, riots or acts of terrorism, industrial disputes, acts or regulations of any governmental or supranational bodies and authorities or the failure or malfunction of any telecommunication or computer service.

  23. ENTIRE AGREEMENT

    1. This Agreement (including its Annexes (as applicable)) contains the whole agreement between us relating to the matters contained in this Agreement and supersedes any previous agreement (whether oral or in writing) between the parties relating to those matters.
    2. Except as required by statute, no terms will be implied (whether by custom, usage, course of dealing or otherwise) into this Agreement.
    3. Each of us acknowledge that in entering into this Agreement we have not relied on any express or implied representation (including any made negligently), assurance, undertaking, collateral agreement, warranty or covenant which is not set out in this Agreement.
    4. In connection with the subject matter of this Agreement, each of us waives all rights and remedies (including any right or remedy based on negligence) which might otherwise be available to it in respect of any express or implied representation, assurance, undertaking, collateral agreement, warranty or covenant which is not set out in this Agreement.
    5. Nothing in this clause 23 limits or excludes any liability for fraud.

  24. GENERAL

    1. The records kept by us on the Platform shall be conclusive of the facts and matters they purport to record except where there is an obvious mistake.

  25. DEFINITIONS

    1. Unless the context dictates otherwise, capitalized terms used in this Agreement will have the following meanings:

      Account
      Has the meaning set out in clause 2.1.
      Agreement
      Has the meaning set out in clause 1.1.
      Annex
      Means the Plaid Terms of Service in an annex to this Agreement.
      Apron
      Has the meaning set out in clause 1.1.
      Authorised Person
      Means any person who is duly authorised by you from time to time to act on your behalf as agent to enter into this Agreement, and to use and give instruction in respect of your Account and the services provided by us under this Agreement.
      Bank
      Has the meaning set out in clause 2.4.
      Business Day
      Means a day on which banks are open for business in London, excluding any official public holiday.
      Chargeback
      Means a demand for a return of money to the payer following a loss, fraud, or disputed transaction, from a credit card or other payment method offering such a service.
      Confidential Information
      All information or material of a confidential nature communicated between us and you, including the terms of our Agreement, provided that Confidential Information will exclude information or material which at the time of disclosure is, or which thereafter becomes (in each case otherwise than as a result of any act or default by the recipient), part of the public domain by publication or otherwise.
      Customer
      Has the meaning set out in clause 1.8.
      E-Money Account
      Has the meaning set out in clause 5.2.
      E-Money Services
      Means the services provided by Apron to allow you to open an account with Apron and to facilitate using it to make transfers to third parties.
      FCA
      Has the meaning set out in clause 1.2.
      Intellectual Property Rights
      Means: (a) copyright, design rights (whether registered or unregistered) and database rights; (b) patents, utility models, trade marks, trade names, domain names and topography rights; (c) applications for, or registrations of, any of the rights described in (a) or (b) above; and (d) any other intellectual property having a similar nature or equivalent effect anywhere in the world.
      Invoicing Application
      Has the meaning set out in clause 2.6.
      Nominated Bank Account
      Has the meaning set out in clause 2.4.
      Payment Initiation Services
      Has the meaning set out in clause 4.1.
      Payroll Data File
      Has the meaning set out in clause 5.13.
      Payroll Recipient
      Has the meaning set out in clause 1.1.
      Payroll Recipient Bank Account
      Has the meaning set out in clause 5.2.
      Plaid
      Has the meaning set out in clause 1.3.
      Plaid Terms of Service
      Has the meaning set out in clause 1.3.
      Platform
      Apron’s platform, which is accessible here: https://app.getapron.com/.
      Privacy Policy
      Means Apron’s privacy policy, which is accessible here: link.
      Security Details
      Has the meaning set out in clause 3.1.
      Supplier Bank Account
      Has the meaning set out in clause 4.1.
      Suppliers
      Has the meaning set out in clause 1.1.

ANNEX - PLAID TERMS OF SERVICE

  1. Plaid

    1. Plaid Financial Ltd. (company registration number 11103959) is authorised by the Financial Conduct Authority under the Payment Services Regulations 2017 for the provision of payment initiation and account information services (firm reference number 804718).
    2. Plaid's registered office address is Techspace Level 4, 25 Worship Street, London, United Kingdom, EC2A 2DX. Plaid's trading address is 35-41 Folgate Street, London, E1 6BX.

  2. Plaid Services

    1. You have accessed our Services through an Application or within the Plaid dashboard (available at https://my.plaid.com/). The products and services provided to you by the Application are governed by a separate agreement between you and the provider of the Application ("Application Terms"). We have no responsibility for the products and services provided to you by or through the Application and will not be liable to you for any harm, damage or loss arising from your use of the products and services provided by or through the Application.
    2. Our Services will allow you to obtain financial information from your online bank or payment account ("Payment Account") (account information services) and to make online payments directly from your Payment Account (payment initiation services).
    3. The terms and conditions that apply to the Payment Accounts that you access through our Services (the "Account Terms") will remain in effect and this Agreement does not change your Account Terms.
    4. We will not charge you for the use of our Services. Applications or other third parties may, however, charge you for products and services provided to you that make use of the Services provided by Plaid under this Agreement. Application providers and other third parties may pay us fees and other amounts in connection with the services we provide to them.
      5. Account information services

    5. Plaid's account information services allow you to access and view information relating to your selected Payment Account within the Plaid dashboard (available at https://my.plaid.com/) and the Application through which you have accessed our Services.
    6. To access the Plaid dashboard, you need to create an account with Plaid. You also need to ensure that your information is accurate, complete and up-to-date. You must follow best practices to help secure your Plaid account and notify us if you learn of any unauthorised access to or use of your Plaid account.
    7. With your explicit consent, we access and display information relating to your selected Payment Account(s) ("Account Information") within the Plaid dashboard and transmit such information to the Application through which you have accessed our Services. Such information may include: a. financial transaction history, for example, transaction amount, data, description and currency; b. financial account details, for example, account number, type, currency and balance; and c. financial account holder information, for example, name, address, phone number, and email address.
    8. Before receiving Plaid's account information service, you will have instructed the Application through which you have accessed our Services to retrieve your Account Information using Plaid. Upon such an instruction, you will generally be redirected to us.
    9. Once you are redirected to us, we will ask you to select which Payment Account provider ("Account Provider") you would like us to access Account Information from. You will give your explicit consent to us: (i) accessing your Account Information from the Account Provider you have selected; and (ii) taking the steps outlined in clause paragraph 2.12. once we have accessed your Account Information. Plaid will request your Account Information from your Account Provider on a periodic basis in accordance with your consent until the consent expires or is withdrawn.
    10. Please note, you may be redirected to your Account Provider's website or mobile application in order to authenticate yourself so that your Account Provider knows that you consent to us accessing your Account Information.
    11. Alternatively, in some circumstances, we may ask you to provide us with the login details for your Payment Account. By providing us with your Payment Account login details, you confirm that you have all the necessary rights, permissions and authority to share your login details and Account Information with us, and you grant us explicit consent to use your login details to access your Payment Account to obtain the necessary Account Information on your behalf and at your direction in order to provide you with the Services.
    12. Once we have accessed your Account Information we may: a. share your Account Information with the Application through which you have accessed our Services; b. share your Account Information with third parties as directed by the Application through which you have accessed our Services provided, however, that you have explicitly consent to such sharing; or c. display your Account Information on the Plaid dashboard.
    13. You agree to us sharing the Account Information we have accessed from your Account Provider with the Application through which you have accessed our Services, and with third parties as directed by that Application provided that in both cases you have explicitly consented to such sharing. Such sharing allows the Application to provide you with products and services in accordance with the Application Terms.
    14. We do not check the accuracy of the Account Information retrieved from your Account Provider and we rely on your Account Provider to ensure that your Account Information is up to date and accurate.
    15. We may standardize, categorize, merge, aggregate, and otherwise process your Account Information before displaying your Account Information on the Plaid dashboard, sharing it with the Application through which you have accessed our Services, or sharing it with third parties as directed by that Application with your explicit consent.
    16. You may withdraw or vary your consent for Plaid to provide account information services at any time.
      17. Payment initiation services

    17. Plaid's payment initiation service allows you to make online payments from your Payment Account(s). Plaid can initiate the following types of online payments from your Payment Account(s): (i) single payments; (ii) standing orders; and (iii) variable recurring payments.
      18. Single Payments

    18. Before receiving our payment initiation service in respect of a single online payment order, you will have instructed the Application through which you have accessed our Services to make a single online payment using Plaid. You will be asked to review and confirm your payment order details for the single online payment, including: (i) the payment amount and (ii) the recipient details. It is your responsibility to ensure that all of the payment order details are correct before you confirm the payment order. You may not be able to recover a payment to an incorrect account or recipient.
    19. These details will be pre-populated for you to review and confirm. For example, where you use Plaid payment initiation services to purchase goods or services online you must ensure that the merchant recipient details are correct.
    20. You will confirm the payment order and provide explicit consent for Plaid to send the payment order to your Account Provider for execution, to receive information from your Account Provider on the initiation and execution of the payment order and to pass this information on to the Application through which you accessed our Services.
    21. When you use Plaid's payment initiation service you will be asked to select the Payment Account from which you will fund the payment and you may be redirected to your Account Provider's website or mobile application in order to authenticate yourself so that your Account Provider knows that you consent to the transaction.
    22. If the payment order relates to a transaction that is to be executed by your Account Provider immediately, you will not be able to cancel the payment order once you have provided your confirmation and explicit consent in accordance with paragraph 2.20.
    23. If the Application through which you accessed our Services supports refunds, the following provisions apply: At the time we submit the payment order to your Account Provider for execution, we shall ask the Account Provider to share your name, Payment Account sort code and account number or IBAN ("Account Details") with us. If you require a refund for the payment made using Plaid's payment initiation services, you must request the refund from the Application through which you accessed our Services. The Application will in turn notify us that you have requested a refund and we will share your Account Details with the Application in order for them to make the refund to your Payment Account (i.e. the Payment Account used to fund the original payment). The Application (and not Plaid) is responsible for making the refund. Plaid accepts no liability for the accuracy of your Account Details provided to us by your Account Provider.
      24. Standing Orders

    24. You can use Plaid's payment initiation service to submit a standing order to your Account Provider. A standing order is an instruction to your Account Provider to make regular, recurring payments of the same amount to the same recipient over a specified or indefinite period of time.
    25. If you use Plaid's payment initiation service to submit a standing order you will be asked to confirm: (i) the amount of the periodic payment, (ii) the recipient of the payments, (iii) the payment start date, (iv) the interval of the payment (e.g. every week or every month) (v) the day on which the payment should be made (e.g. the day of the week or month) and (vi) the end date or that the payments will continue unless cancelled.
    26. Once you have confirmed the standing order details, you will be redirected to your bank to authenticate yourself and Plaid will submit the standing order instruction to your Account Provider.
    27. Once the standing order has been confirmed as received by your Account Provider, Plaid no longer has control over the execution of the standing order payments; this is the responsibility of your Account Provider.
    28. You will be able to view your standing order via your Account Provider's online banking facility (where supported). If you wish to change or cancel a standing order, you must do so directly with your Account Provider before the deadline provided by your Account Provider and before the next payment is due. If you miss the deadline for cancelling or amending your standing order, your Account Provider may not be able to stop the next payment in time.
    29. For further information on how you can cancel and amend standing orders you should refer to your Account Provider terms and conditions.
      30. Variable Recurring Payments

    30. Before receiving our payment initiation service to make variable recurring payments, you will have instructed the Application through which you have accessed our Services to make a payment order for a series of payment transactions to the same payee using Plaid (Variable Recurring Payments).
    31. You will be asked to set up a mandate for the Variable Recurring Payments. This is your consent to Plaid to initiate a series of payments which fall within agreed consent parameters which are set by you, which may include: (i) the maximum amount per payment (ii) the frequency of the payments (iii) the maximum amount per frequency (e.g. no more than £50 per day/week/month/year) and (iv) the expiry date of the payment order (VRP Mandate). These details will either be pre-populated for you to review and confirm or you will be able to manually select your limits within the consent parameters. It is your responsibility to ensure that all of the details in the VRP Mandate are correct. You may not be able to recover a payment made pursuant to a VRP Mandate if any details are not correct to an incorrect account or recipient.
    32. You will confirm any details required in setting up the VRP Mandate and provide explicit consent for Plaid to: (i) send those details to your Account Provider; (ii) access your Payment Account; (iii) initiate payment transactions in accordance with the VRP Mandate; (iv) receive information from your Account Provider on the initiation and execution of your instructions; and (v) to pass this information on to the Application through which you accessed our Services.
    33. When you set up a VRP Mandate you will be asked to select the Payment Account from which you will fund the Variable Recurring Payments and you will be redirected to your Account Provider's website or mobile application in order to authenticate yourself so that your Account Provider knows that you consent to the VRP Mandate and to Variable Recurring Payments being made under the VRP Mandate.
    34. Once your Account Provider has confirmed authentication, either Plaid or the Application through which you accessed our Services will confirm to you that the VRP Mandate has been successfully set up. Plaid will then initiate payments under the VRP Mandate in accordance with payment requests made by the Application through which you have accessed our Services. Plaid will only initiate a payment under a VRP Mandate where the payment is within the parameters set by you in the VRP Mandate.
    35. You will be able to view and manage your VRP Mandate through your Account Provider, the Application and Plaid. If you wish to withdraw your VRP Mandate then you can do so with your Account Provider, the Application or Plaid directly. For further information on how you can withdraw your VRP Mandate through your Account Provider, you should refer to your Account Provider terms and conditions.

  3. Eligibility and Availability

    1. You can only use the Services if:
      1. you are 18 or over;
      2. your Payment Account and Account Provider are located in the UK;
      3. you provide us with accurate, complete, and up-to-date information, and do not misrepresent your identity or any other information about you;
      4. you agree to this Agreement, and to using our Services in accordance with this Agreement; and
      5. you agree to comply with all laws and regulations applicable to your use of the Services.
    2. The Services that are available and the manner in which the Services are delivered may vary depending on the type of device you are using, the type of Payment Account(s) you have, the Account Terms and the Application Terms.

  4. Communication

    1. Where relevant, Plaid may send you information and notifications to your email address or mobile number via SMS where Plaid considers this appropriate.
    2. If your contact details (including your mobile phone number or email address) change, you should tell us as soon as you can. You are responsible for maintaining and regularly checking your device or email inbox for information and notifications from Plaid.
    3. You can contact Plaid by emailing us at regulatory@plaid.com.

  5. Incorrect or Unauthorised Payments

    1. If you suspect that an incorrect or unauthorised payment has been made using Plaid's payment initiation services you must contact us as soon as possible by emailing security@plaid.com.
    2. You may be entitled to a refund of the incorrect or unauthorised payment from your Account Provider provided that you notify them of the incorrect or unauthorised payment without delay and in any event no later than 13 months after the date of the relevant payment. You must contact your Account Provider in the manner set out in the applicable Account Terms.
    3. You should be aware that your Account Provider may contact you directly (and not through Plaid or the Application through which you have accessed our Services) if there is an issue with a payment order submitted through Plaid for whatever reason (for example, if there are insufficient funds or an issue with your authorisation). You may need to resolve such matters directly with your Account Provider.

  6. Data

    1. We use your information in line with our End User Privacy Policy (“Privacy Policy”) which can be found on our website at https://plaid.com/legal/#end-user-privacy-policy. If you are not comfortable with how we handle your information as explained in the Privacy Policy, you should not use our Service.

  7. Liability

    1. Plaid will not be liable to refund you for any losses caused by circumstances beyond our control, for example, due to extreme weather, terrorist activity or industrial action.
    2. Plaid is not liable for any contravention of a requirement imposed on it by or under Part 7 of the Payment Services Regulations 2017 where the contravention is due to: a. abnormal or unforeseeable circumstances beyond Plaid's control, the consequences of which would have been unavoidable despite all efforts to the contrary; or b. the obligations of Plaid under other provisions of EU or national law.
    3. Nothing excludes or limits our liability for: a. death or personal injury caused by our negligence; b. our fraud or fraudulent misrepresentation; or c. a deliberate breach of this Agreement in a major way that is designed to harm you.
    4. We are not liable to you for any harm, damage or loss to you arising from the acts or omissions of any third parties, in particular your Account Provider(s) and the Application through which you have accessed our Services.

  8. Complaints

    1. If you have a complaint about our Services, please email us atregulatory@plaid.com so that Plaid can investigate the circumstances for you. We will aim to deal quickly and fairly with any complaints you have about our Services in accordance with our obligations under applicable law. Plaid may, however, direct you to: a. your Account Provider, if your complaint relates to the services provided under the Account Terms or involves an incorrect or unauthorised payment in accordance with paragraph 5 above; or b. the Application through which you accessed our Services, if your complaint relates to the products and/or services provided by the Application under the Application Terms.
    2. If your complaint relates to our Services and we do not resolve it, you may be able to refer it to the UK Financial Ombudsman Service. You can contact the UK Financial Ombudsman by telephone on: from inside the UK: 0300 123 9123 or 0800 023 4567; from other countries: +44 20 7964 0500 on Monday to Friday, 8am to 8pm and on Saturday 9am to 1pm; by post at The Financial Ombudsman Service, Exchange Tower, London E14 9SR; or by email: complaint.info@financial-ombudsman.org.uk. The UK Financial Ombudsman Service is also available in a number of different languages and if you need it you will be put in touch with a translator when you contact the UK Financial Ombudsman Service.
    3. Plaid is not responsible for any complaints or disputes about purchases made using our payment initiation services. You should settle these with the person from whom you bought the goods or services. We are not responsible for the quality, safety, legality or any other aspect of any goods or services purchased using our payment initiation services. Remember that once you have used our payment initiation service to make a purchase, Plaid cannot cancel or stop that payment transaction.
    4. Plaid is also not responsible for any complaints or disputes about products and/or services provided by the Application through which you accessed our Services, other third parties, or your Account Provider. You should settle these with the Application, third party, or Account Provider directly.

  9. Changes to this Agreement

    1. The contract between you and Plaid which is set out in this Agreement and which governs your use of the Services will continue until cancelled in accordance with this paragraph 9.
    2. We will give you at least two months' prior written notice via, at a minimum, the contact details you have supplied to us of any intended material change to this Agreement along with the new version of the Agreement.
    3. If you do not agree with the proposed change(s) you must tell us using the Plaid contact details set out in paragraph 4.3. before that change takes effect and you will have the right to terminate this Agreement at any time before the proposed date of their entry into force. If you do not contact us in order to tell us that you do not accept the changes and request to terminate this Agreement you will be deemed to have accepted the change(s) to the Agreement.

  10. Termination

    1. You have the right to cancel the contract between us, which is set out in this Agreement, at any time without notice by contacting Plaid using the Plaid contact details set out at paragraph 4.3.
    2. We may cancel the contract with you, with immediate effect, by giving written notice: a. if you repeatedly break this Agreement and fail to resolve the matter to Plaid's satisfaction in a timely manner; or b. in the event of your death or incapacity.
    3. We may cancel this Agreement with you for any reason by giving you at least 2 months' written notice.

  11. Governing law and language

    1. This Agreement is governed by English law and is subject to the non-exclusive jurisdiction of the English Courts.
    2. This Agreement is in English and all communications with you will be in English.