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Andaria UK - Corporate
General Terms of Use (the “Terms”)

1. ANDARIA END CLIENT TERMS AND CONDITIONS

 

1.1. The definitions set out in Schedule 1 apply in these Terms.

 

The Andaria End Client Terms and Conditions (the “Terms”) shall govern the relationship between you (the “End Client”, “you”, “your”) and Andaria Financial Services UK Limited (“Andaria” or “AFSL”). Andaria is authorized by the Financial Conduct Authority (‘FCA’) to carry on electronic money activities under the Electronic Money Regulations 2011, specifically to provide electronic money and payment services. Andaria’s registered office is at International House, 36-38 Cornhill, London EC3V 3NG, United Kingdom.

 

These Terms shall set out the terms and conditions that apply to your Account and any other associated services provided to you by Andaria.

 

These Terms shall not govern your relationship with Kornell Finance Ltd (the “Partner”). Your relationship with [Partner] shall be governed by separate terms and conditions.

 

The Andaria services shall be made available to you via the Kornell Finance Ltd Application. Andaria and Kornell Finance Ltd are separate companies that collaborate in order for Andaria to provide you with the Services. The Services, as governed by these Terms are solely provided by Andaria and not the Partner. The Partner is a technical service provider and not an agent or distributor of Andaria.

 

These Terms constitute a legal agreement between you and Andaria Financial Services UK Limited.

 

By accepting these Terms, you confirm that:

 

You have read the Terms and all documents forming part of the Terms;

You are a legal entity incorporated in the United Kingdom;

You are using the Accounts for business purposes;

You agree with the Terms and all documents forming part of the Terms;

You have read our Privacy Policy and you agree with the collection, processing and sharing of your personal data as explained in the referred Policy.


1.2. You will provide us with correct, accurate, up-to-date and truthful information. You must notify us immediately in writing of any changes in circumstances which might cause the information provided to us to become incomplete or inaccurate. Changes in circumstances can be but are  not limited to changes to; type of business, type of products or services, any dissolution, liquidation, or insolvency, payment flow, licensing, geographic location, company name(s), residence address/registered office, company registration number, address(es) of residence for tax purposes, tax identification number (TIN), Value Added Tax (“VAT”) registration number, legal entity type and any contact details, such as telephone or fax number(s)and e-mail address(es) and/or in respect of any other person(s) involved in the business relationship, such as the beneficial owner(s), any Controlling person(s) and Authorised Users.

 

1.3. You confirm that the person(s) you have selected as Authorised User/s has/have full authority to act on your behalf and in accordance with these Terms. You undertake that, if such Authorised User is no longer authorised to act on your behalf you will notify us immediately


1.4. You shall bear any losses that occur due to:

1.4.1 the provision of invalid, incorrect or inaccurate information
1.4.2. you not keeping AFSL informed of any changes to your information in a timely manner; and

1.4.3. the actions of Authorised Users.

 


2. REGULATORY INFORMATION

 

2.1. AFSL is authorized by the Financial Conduct Authority (‘FCA’) to carry on electronic money activities under the Electronic Money Regulations 2011.


2.2. If you require further information on the regulatory status of AFSL, details are available on the FCA’s website https://register.fca.org.uk/s/

 


3. COMMENCEMENT AND TERM

 

3.1. These Terms shall become effective on the day you shall have access to the Service.

 

3.2. These Terms shall continue to be effective for the period until terminated in accordance with these Terms.

 


4. AFSL ACCOUNT

 

4.1. The AFSL Account is intended to be used exclusively for the execution of Payment Transactions. The AFSL Account is not a deposit account and cannot be pledged in favor of a third party. You cannot use the AFSL Account for or on behalf of a third party or hold funds of a third party under any legal capacity including as a fiduciary.

 

4.2. Before opening your AFSL Account, we will require you to provide information and documentation which we will process and verify to meet our regulatory obligations, including but not limited to those related to anti-money laundering and financing of terrorism.

 

4.3. Due to the nature of the AFSL Account, the monies held in such account are not afforded the protection of any depositor compensation scheme.  However, all funds received to make use of our services, or received through another payment service provider for the execution of payment transactions shall be subject to safeguarding obligations. 

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5. E-MONEY

 

5.1. Your AFSL Account is an account in which Electronic Money is stored in exchange for AFSL receiving the corresponding funds on your behalf.

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5.2. When Electronic Money is stored in one of your AFSL Accounts, the funds corresponding to the Electronic Money is not the same as a credit institution holding money for you in that:

  1. AFSL must safeguard the funds received, in exchange for Electronic Money that has been issued, meaning that the funds will be protected by being held in a designated safeguarding account and not comingled with any of AFSL’s own funds;

  2. AFSL cannot and will not use the funds received, in exchange for Electronic Money that has been issued, to invest, to use for own purposes or lend to other persons or entities;

  3. Electronic Money will not accrue interest; and

  4. Electronic Money is not covered by any depositor compensation scheme.

 

5.3. The funds corresponding to Electronic Money will be held in one or more segregated bank accounts separately from AFSL’s own funds, in accordance with the provisions of the Financial Institutions Rules.

 

5.4. In providing you with your AFSL Account/s, AFSL will also provide you with virtual IBANs. AFSL may provide you with IBANS issued in the United Kingdom. You acknowledge that AFSL may utilise the services of EU-based credit institutions to provide you with    IBANS. You also acknowledge that the provision of IBANS, through the use of UK-based credit institutions, does not mean that you hold an account with such credit institutions.

 

5.5. All inbound payments are credited to and all outbound payments are debited from your AFSL Account/s. Payments can be received via the IBANs in your name on your AFSL Account/s. Outbound payments can be made via the IBAN in your name from your AFSL Account/s.

 


6. AUTHORIZED USERS

 

6.1. You shall designate one or more of your Directors, Officers or Employees as your Authorized Users to give instructions or otherwise act on your behalf as specified by you. This constitutes your agreement to grant access to such Authorized Users.

 

6.2. Only Authorized Users may access and use the Partner Application and Services. You may designate Authorized Users on the Partner Application or in a manner as otherwise approved by us in our discretion. A person shall only become a Authorized User upon our approval. Our approval of a new Authorized User may be subject to you providing us with evidence of his or her identification document or any other documentation as requested by us. We reserve the right to decline at our discretion any request for designation of any new Authorized User, and may without notice disable Authorized Users’ access to the Partner Application, in whole or in part.

 

6.3. It is your responsibility to notify us without undue delay if the information provided to us on any Authorized User is no longer up to date. If you wish  to remove or add any Authorized User or make any other amendments to privileges assigned to any existing Authorized User, you must inform us through the Partner Application or by giving written notice to us. Notification of Authorized User removal should be communicated to us as soon as reasonably possible.

 

6.4. We shall be entitled to rely on and act in accordance with, and you shall be bound by, the instructions of any person designated by you or on your behalf as a Authorized User insofar as such instruction appears to have been made by a Authorized User on your behalf.

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6.5. Authorized Users with read access can view and download information from the Partner Application relating to your AFSL Account including but not limited to:

  1. can view and download details concerning the receipt of funds in your AFSL Account/s;

  2. can view and download details concerning the  balance you hold in your AFSL Account/s; and

  3. can view and download a list of Payment Transactions that have taken place in your AFSL Account/s.

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6.6. It is essential that you as a:

  1. Authorized User enters the correct details of the Directors, Officers or Employees you want to provide Partner Application access to;

  2. Authorized User ensures that the appropriate permissions and privileges are provided to the new Authorized User on the Partner Application; and

  3. Authorized User only use its access to the Partner Application for legitimate purposes and in accordance with these Terms.

 

6.7. Only Authorized Users that hold administrator rights are able to grant and/or revoke access to the Partner Application for an Authorized User.

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6.8. We will not be liable for any losses you incur:

  1. if you provide access to, or otherwise grant the wrong person access to, the Partner Application;

  2. if you fail to revoke access to the Partner Application of a Authorized User when you should have done so, for example when the Director, Officer or Employee no longer to be considered as an authorised user

  3. as a result of any misuse a Authorized User makes of the Partner Application;

  4. as a result of the failure of a Authorized User to keep safe its access to the Partner Application; and

  5. as a result of your illegal use of the Partner Application and Services.

 


7. SERVICES

 

7.1. The Services to be provided to you are as outlined in these Terms.
 

7.2. On becoming a client of AFSL:

  1. we shall provide you with the standard Services outlined in these Terms;

  2. you shall pay the Fees as outlined in the Tariff Sheet;

  3. you will designate at least one Authorised User; and

  4. you must deposit enough money into your AFSL Account to pay any applicable Fees.

 

7.3. We reserve the right to deduct the relevant fees from any of your other AFSL Accounts. In the case that an electronic money exchange to EUR is required our standard exchange rate will be used, where applicable. If we are unable to collect payment of the relevant fees within 5 days of the date payment was due to be collected, we reserve the right to terminate your Services, as appropriate.

 

 

8. PAYMENTS

 

8.1. Payment Transactions are executed by AFSL and are subject to these Terms. The following provisions set out how you can instruct a Payment Transaction through the Partner Application or as otherwise provided in these Terms.

 

8..2. Instructions for the execution of Payment Transactions or shall be sent to AFSL via the Partner Application.

 

8.3. Instructions are effective when we receive them. We will confirm receipt of instructions by way of a status or by acting on them or by means agreed between you and us from time to time.

 

8.4. In order for a Payment instruction from you to be properly executed, you must provide us and the Partner with the information that is necessary for the proper execution of the Payment instruction. If this is incorrect or outside of the scope of Services, it could result in the Payment Transaction being cancelled, delayed or the monies transferred being lost, in which case AFSL will not be liable for non-execution or defective execution of the Payment Transaction. Payment Transactions shall only be executed by AFSL if sufficient cleared funds are available in your AFSL Account/s required to execute the Payment Transaction, inclusive of the applicable Fees and charges. If your AFSL Account/s do not have sufficient funds to cover the execution of a Payment Transaction and applicable Fees, AFSL shall refuse to execute such Payment Transaction.


8.5. You cannot revoke your instruction or consent to enter into a Payment Transaction.


8.6. It is essential that each Authorized User checks the details of each Payment before providing instructions for the execution of same, as AFSL is unable to recall a Payment once it has been executed, even if it is to one of your ‘known’ Beneficiaries. AFSL will not be liable to you should the execution of a Payment instruction be erroneous due to incorrect details being provided to us. Any fees and charges incurred by AFSL in the incorrect execution of the Payment instruction and/or fees and charges incurred in connection with attempts to recoup funds are to be borne by you.

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8.7. The request to enter into an AFSL Payment shall be deemed to be received at the time at which it is received, except:

  1. where the request is received on a day which is not a Working Day or after cut-off times, we have the right to treat the request as having been received on the next Working Day; and

  2. where it is agreed between us and you that a Payment Transaction is to be executed:

    • on a specified day; or

    • on the last day of a specified period; or

    • on the day on which we hold enough money on your behalf in the correct currency to execute the Payment Transaction.

 

8.8. AFSL will ensure that instructions are executed as soon as reasonably possible, but in no particular order. The execution and processing period of outward Payment Transactions may vary, depending on the payment system used and the Correspondent Bank through which AFSL executes such Payment Transaction.

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8.9. AFSL shall not be responsible for any losses or damages resulting from:

  1.  any delay in the processing and settlement of an outward Payment Transaction;

  2. any issue of our Correspondent Bank;

  3. any act or omission of the Partner; or

  4. an issue in the Partner Application

 

8.10. If the instruction is received after the applicable cut-off times, as published on www.andaria.com or as shared with you via electronic correspondence, such instruction shall be deemed received on the following Working Day.

 

8.11. If the currency of the Beneficiary Bank Account, in accordance with the information provided by a Authorised User on the Partner Application is different to the currency of the Electronic Money you are using to enter into the Payment, then as part of the Payment we shall perform an Electronic Money Exchange to the appropriate currency prior to sending the money to the Beneficiary Bank Account. In this event, you will be informed of the exchange rate for the Electronic Money Exchange prior to confirming the Payment. By confirming the Payment you accept the currency conversion.

 

8.12. Once the Payment has been completed, you will be able to view the completed Payment on the Partner Application.

 

8.13. We will provide you with the necessary information relating to all Payment Transactions via the Partner Application. You will examine the confirmations and communications which we and the Partner send to you within a reasonable time after receiving them and will  promptly advise us without undue delay of any apparent mistake or discrepancy. Delay in notification may make correcting any error difficult.

 

8.14. If, for whatever reason, the funds are not deposited in the Beneficiary Bank Account and are returned to your AFSL Account, they will be converted into the currency of the AFSL  Account they were originally withdrawn from. Due to the difference in price for purchasing and selling currencies and/or fluctuations in exchange rates, the amount of Electronic Money you receive back into your AFSL Account may be more or less than what was originally redeemed to perform the Payment. AFSL is not liable for any losses you incur in this respect.

 

8.15. We may place a limit on the value of Payment Transactions you enter into in a specified timeframe.

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8.16. A Payment Instruction may be rejected by us or any Correspondent Bank or clearing and settlement mechanism for a number of reasons, including, without prejudice to the generality of the above:

  1.  where the operation/transaction code is incorrect;

  2. where the file format is invalid, that the bank identifier code (‘BIC’) or the account identifier are incorrect (i.e. invalid BIC or invalid IBAN),

  3.  that the file was received after cut off time;

  4. Where, in AFSL’s or our Correspondent Bank’s opinion, the Payment Transaction is not lawful;

  5. Where in AFSL’s or our Correspondent Bank suspect that the AFSL Account is or is likely being misused or being used to commit fraud;

  6. for any regulatory reason or internal policy and procedure;

 

in which case AFSL shall not be liable for any loss or damage you may suffer as a result of AFSL’s rejection and non-execution of the instructions.

 

8.17. A Payment instruction may be returned by a Beneficiary bank prior to execution for a number of  reasons, including without prejudice to the generality of the above, that the Beneficiary account identifier is invalid (i.e. invalid IBAN or account number non-existent), that the Beneficiary Account is closed, that the credit transfer is forbidden to the type of account held by the Beneficiary, that the Beneficiary Bank Account address in invalid, that the Beneficiary Account   is blocked for any reason, for any regulatory reason, that the Beneficiary is deceased, or by order of the Beneficiary.

 

8.18. Unless prohibited by the Applicable Laws and regulations, both in the event of a rejection and in the event of a return,  AFSL shall notify you of the reasons for such rejection or return, and credit your AFSL Accounts with the amount of the funds received, net of charges if any incurred, within reasonable time and by such means as we consider appropriate.

 

8.19. AFSL will perform transfers pertaining to AFSL Payment instructions received, in compliance   with the Applicable Law, including but not limited to, the SEPA Rulebook, Faster Payments Regulations,  and SWIFT rules and regulations.


8.20. AFSL will select at its own discretion the appropriate route for payment transfers pertaining to AFSL Payment instructions received, in compliance  with the Applicable Law, including but not limited to, the SEPA Rulebook, Faster Payments regulations, and SWIFT rules and regulations.


8.21. If a Payment Transaction into or from your AFSL Account is recalled, revoked or rejected by a Correspondent Bank, intermediary bank, Payer or Payee bank, or payment service provider due to any reason that is beyond the control of AFSL, AFSL may at its absolute discretion deduct the amount corresponding to the rejected, revoked or recalled Payment Transaction from any of your AFSL Accounts without your authorization. AFSL shall have the right to affect such deduction from your AFSL Account/s even if such amounts were included in your AFSL Account balances or if such amount/s were transferred out from your AFSL Account/s. If there are insufficient balances in your AFSL Account/s to cover such amounts, you shall pay such amount not later than ten (10) days following AFSL written notification, following which period interest on such amount shall accrue and become payable to AFSL.


8.22. AFSL shall not be liable for any costs, lost interest, losses or damages resulting from any recall, revocation or rejection of a Payment Transaction.

 

8.23. The Fees for Payment Transactions are set out in the Tariff Sheet.

9. RECEIVING MONEY IN EXCHANGE FOR THE ISSUANCE OF ELECTRONIC MONEY

 

9.1. The Services allow AFSL to receive money on your behalf in various currencies and issue you with the corresponding amount of Electronic Money in the relevant currency to your AFSL Account. You must ensure that you have opened a AFSL Account in the currency you wish to receive money. Any money you received which is not in the currency of your AFSL Account will be subject to currency conversion to EUR, by a party other than AFSL which may not be at a competitive rate.

 

9.2. Third Parties (including Customers) which want to pay you or send money to you can use the Unique Identifiers of the IBAN relating to your AFSL Account.

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9.3. A payment coming into one of your AFSL Accounts may not be credited if:

  1. the AFSL Account has reached its maximum Account Limit; or

  2. the amount of money being received is above the relevant payment limit; or

  3. the sender has provided incorrect/invalid Unique Identifiers when instructing the payment; or

  4. we suspect the payment to be fraudulent or is not compliant with our policies; or

  5. it is from a Restricted Country or a region that is outside the list that you selected when signing up to the Services; or

  6.  it is from a country that is not a Restricted Country but receipt of money from that country does not fit your profile; or

  7. the sender of monies has failed one of our compliance checks, such as, but not limited to, a sanctions screening check.

 

9.4. You may receive payments larger than the limit imposed or from a country that does not fulfill  your profile subject to a number of checks. You must inform us prior to receiving such a payment, allowing us enough time to conduct the required checks. You agree to provide us with all the information and documentation we require.

 


10. NEGATIVE BALANCES AND ACCOUNT ACTIVITY

 

10.1. You acknowledge that balances and available funds reported on the Partner Application are only approximate real-time balances rather than the settled balances in your AFSL Account. A real-time balance may not take into account pending debits and credits. AFSL will provide you with information on pending debits and credits as soon as it has that information.

 

10.2. Funds shall be maintained in the AFSL Account/s for the purpose of conducting payments. You agree and acknowledge that the purpose of the AFSL Account/s is not for you to hold credit balances as is typical of a current account held with a credit institution.

 

10.3. If for any reason you have a negative balance in any of your AFSL Accounts, you agree to immediately send the required amount of money to correct the negative balance or bring your balance to the pre-agreed minimum level, such amounts being due without the need for previous notification. Failure to send us the required amount of money within a reasonable period of time, but not longer than two (2) working days, shall be deemed a material breach of these Terms.

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10.4. In addition, we may:

  1. exercise our right to automatically redeem your Electronic Money in one of your other AFSL Accounts;

  2. initiate a chargeback procedure for any specific transaction which led to your AFSL Account having a negative balance;

  3. close or suspend any or all of your AFSL  Accounts;

  4. report you to any credit reference agencies;

  5. take debt collection measures including but not limited to mandating a debt collection agency or solicitors or to pursue the claim in court;

  6. suspend your account, unless payment is received within two (2) working days; and/or

  7. charge an overdrawn account fee in line with these Terms.

 

10.5. We reserve the right to charge you interest and the expenses we reasonably incur in connection with any debt collection or enforcement efforts.

 


11. ACCOUNT STATEMENTS, TRANSACTION HISTORY AND OTHER INFORMATION

 

11.1. An Authorised User, you can view your online transaction history when logging on to the  Partner Application using his or her secure credentials.

 

11.2. You should regularly and carefully review the transaction history and other information and check whether there have been any incorrect information, errors or unauthorised transactions in your AFSL Account/s.

 

11.3. You will advise us immediately of errors, discrepancies and irregularities that appear in any documents, transaction history, confirmations, account or account statements or other communication addressed to you (hereinafter referred to as the “Communications”). If we receive no written objection within thirty (30) days of the dispatch of the Communications, all transactions mentioned therein are considered as having been approved and ratified by you. All transactions and figures given in the above-mentioned Communications will be considered to be final and accurate. You will have no direct or indirect right of objection against such transactions.

 

This rule applies to all Payment Transactions executed by us. You may request copies of any Communications via the Partner Application at any time during the period in which we are legally required to keep records of the relevant Payment Transactions.

 


12. SECURITY

 

12.1. AFSL provides Authorised Users with personalised security features (when Partner Application is available)  in compliance strong customer authentication  requirements.

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12.2. You must ensure that each Authorised User takes all reasonable steps to:

  1. keep his/her Security Credentials safe; and

  2. ensure that access to the Partner Application is kept safe.

 

12.3. You shall take all measures necessary to protect the personalised security features of the  AFSL Account/s and only use our Services in accordance with the Terms.

 

12.4. You shall not (and may not attempt to) tamper, hack, modify or otherwise corrupt the security or functionality of the Partner Application.

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12.5. The requirements in clause 12 include, but are not limited to, for the avoidance of doubt:

  1. each Authorised User:

  2. logging off the Partner Application every time he/she leaves the mobile or computer (or other device) used to gain access to the Partner Application;

  3. keeping the mobile or computer (or other device) the Authorised User uses to gain access to the Partner Application safe and secure and locked with a secure password;

  4. not telling anyone his/her Security Credentials, including any person claiming to work for AFSL;

  5. if he/she receives any SMSs or emails, questionnaires, surveys, or other links that require him/her to provide his/her Security Code, not providing your information and contacting us via the Client Support Function on the Partner Application; ensuring that the computer and e-mail account(s) and mobile phone he/she uses to communicate with us are secure and only accessed by the Authorised User, as the computer, e-mail address and mobile phone may be used to reset his/her Security Code or to send information relating to the security of the Partner Application;

  6. if at any time he/she thinks that his/her Security Code has been lost, stolen or any other person knows his/her Security Credentials , informing us via the Client support function on the Partner Application or by calling your Account manager; and

  7. never using any functionality that allows the Security Credentials to be stored by the mobile or other device he/she uses to gain access to the Partner Application.

 

12.6. AFSL shall not be liable for any losses relating to any unauthorised Payment Transaction/s resulting from the use of a lost or stolen passwords or Security Credentials. All Payment Transactions are processed by automated methods, and anyone who obtains access  credentials to the Partner Application could use it to enter into Payment Transactions without your permission. If you or an Authorised User notices misuse, theft or unauthorised use of the Partner Application or the Security Code or any other activity that makes you suspicious, you must  contact us using the Client Support Function on the Partner Application without undue delay.

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12.7. AFSL may stop or suspend the use of the Services if it has reasonable grounds for doing so relating to:

  1. the security of the Services ; or

  2. the suspected, unauthorised or fraudulent use of the Services.

 

12.8. Authorised Users shall be provided with personalised Security Credentials to access the Partner Application and, to the extent applicable, one-time passwords for strong customer authentication through an authentication device or authentication software to authorise transactions through the Partner Applications. Such personalized Security Credentials and one-time passwords must be kept safe by Authorised Users and must not be shared with or used by any other person.

 

12.9. You and Authorised Users are obliged to notify AFSL without undue delay if you have become aware of irregularities, hacking, misuse or unauthorised use of the Partner Application, any authentication device or software or any of our Services, including your AFSL Account/s. In such event AFSL will block access to the Partner Application and AFSL Account/s.

 

12.10. Authorised Users are required to take all necessary measures to ensure that the technical and security characteristics of any device used to access the Partner Application, any authentication device or software, internet access and telecommunications means are up to date for obtaining information and for access to the transactions and Services offered  by        the       Partner Application.

 

12.11. Authorised Users are responsible for keeping such devices and/or software up to date and installing all manufacturer-provided updates and security fixes when available. You and Authorised Users are furthermore required to manage properly the security of such devices through installing and updating security components (antivirus, firewalls, security patches, amongst others).

 

12.12. AFSL may offer training and make material available to you. Such training and material are provided “as is” and all use thereof is at your risk. AFSL does not provide any warranty of such training and material whatsoever, whether express, implied, or statutory, including, but not limited to, any warranty of merchantability or fitness for a particular purpose or any warranty that the contents of the training, or the material, will be error-free.

 

12.13. It is your responsibility to train Authorised Users appointed so that they take all measures necessary to protect the personalised security features of the AFSL Account/s and only use our Services and any AFSL Accounts in accordance with the Terms.

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13. RESTRICTIONS ON THE USE OF THE SERVICES

 

13.1. AFSL will use its sole discretion when deciding whether to allow a prospective client to open an AFSL Account/s and whether to close AFSL Account/s, in line with its Customer Acceptance Policy.

 

13.2. At times, our Financial Crime Compliance Activities and internal risk management and internal control activities, may lead to us delaying, blocking or refusing the making or clearing of any Payment Transaction, the processing of your instructions or application for our Services or the provision of all or any part of our Services. Additionally, we may need to contact you to reconfirm some transactions or to ask you for additional security information. You will be informed of this accordingly. If we fail to contact you for any reason, we will only execute the Transaction if we believe it is genuine. You will invariably have the right to contact us and confirm the authenticity of the transaction in question.

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13.3. You are not permitted to:

  1. use the AFSL Accounts and Services for any illegal purposes. AFSL will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator in the United Kingdom;

  2. use the AFSL Accounts and Services to abuse, exploit or circumvent the usage restrictions imposed by a merchant on the services it provides, or to obtain goods or services without paying the amount due partially or in full;

  3. breach these Terms or any other agreement or policy that you have agreed with AFSL; create more than one AFSL Account without our prior written approval; use the Services to violate any law, statute, ordinance, or regulation; use the Services for any illegal purposes including the purchase or sale, or the facilitation of the purchase or sale of, illegal goods or services;

  4. infringe AFSL’s or any third party’s copyright, patent, trademark, trade secret or other

  5. intellectual property rights, or rights of publicity or privacy;

  6. act in a manner that is defamatory, libelous, threatening or harassing when using the Services;

  7. provide us with false, inaccurate or misleading information;

  8. instruct us to send or receive what we reasonably believe to be potentially fraudulent funds on your behalf;

  9. refuse to cooperate in an investigation or provide confirmation of your identity;

  10. control an AFSL Account that is linked to another AFSL Account that has engaged in any of the restricted activities set out in this clause;

  11. conduct your business or use the Services in a manner that is likely to result in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties or other liability to AFSL, third parties or you;

  12. purposely and knowingly allow any of your AFSL Accounts to have a negative balance;

  13. take any action that imposes an unreasonable or disproportionately large load on our infrastructure; facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our Website or Partner Application without our prior written permission; or interfere or attempt to interfere with the Services;

  14. take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers;

  15. circumvent any AFSL policy or determinations about your AFSL Account/s and Services provided by AFSL, including, but not limited to, attempting to create a new or additional AFSL Account when an AFSL Account has a negative balance or has been restricted, suspended or otherwise limited; creating new or additional AFSL Accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s AFSL Account;

  16. harass our employees, agents, or other users of AFSL;

  17. use the Services to trade FX for speculative purposes or for FX arbitrage;

  18. refuse or fail to provide further information about you or your business activities that we may reasonably request;

  19. conduct your business or use the Services in a manner that leads us to receive a disproportionate number of claims or chargebacks;

  20. reveal your Security Credentials to anyone or use anyone else’s Security Credentials.

 

13.4. You must ensure that Authorised Users only enter into Payment Transactions relating to the sale or supply of goods and services in compliance with all Applicable Laws and regulations. The fact that a person or entity accepts payments via a Payment Transaction is not an indication of the legality of the supply or provision of the goods and services.

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13.5. If AFSL, in its sole discretion, believes that you may have breached any provision of this clause 13, we may act to protect ourselves, other users of AFSL and third parties. The action we may take includes but is not limited to:

  1. closing, suspending, or limiting your access to your AFSL Account or any or all of the Services.

  2. contacting other users of AFSL who have transacted with you; and/or warning other users of AFSL, law enforcement, or impacted third parties of your actions;

  3. updating inaccurate information you have provided to us;

  4. taking legal action against you;

  5. fully or partially reversing a Payment Transaction; and/or

  6. blocking your access to your AFSL Accounts temporarily   or permanently.

 

13.6. Where possible, AFSL will provide you with the relevant information regarding the actions imposed, but we may be unable to do so in accordance with the appropriate law including avoiding disclosing protected third party information or interfering in the course of an investigation.

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14. LIMITS ON YOUR AFSL ACCOUNT

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14.1. We reserve the right to impose at our sole discretion Account Limits based on criteria determined by us that do not have to be disclosed. Account Limits might be imposed upon the following:

  1. the maximum balance held in each AFSL E- Account/s, as may be applicable;

  2. the amount of a single inward payment you can receive into an AFSL  Account/s;

  3. the amount of a single outward payment you can make out of an AFSL Account/s;

  4. the total amount of inward payments you can receive in your AFSL  Account/s in each calendar month; and

  5. the total amount of outward payments you can make out of your AFSL  Account/s in each calendar month.

 

14.2. The Account Limits set out in the preceding clause are not exhaustive and are not fixed. If you would like to find out more information about your Account Limits and whether or not your Account Limits can be increased or decreased, please get in touch via the Client Support function on the Partner Application. We may be able to provide you with procedures or methods to vary such Account Limits, for example, by you providing us with supplemental information.

 


15. SUSPENDING YOUR USE OF THE SERVICES

 

15.1. We reserve the right to change, suspend or discontinue any aspect of the Services at any time, including hours of operation or availability of the Services or any Services feature, without notice and without liability.

 


16. OUR RIGHT TO COMPENSATION

 

16.1. On the happening of any event which entitles us to be compensated by you in terms of these Terms, we shall be entitled to redeem funds including Electronic Money held in one of your AFSL Accounts or instruct redemption of Electronic Money held in one of your AFSL Accounts to pay such compensation. For the avoidance of doubt, this includes if the balances in one of your AFSL Accounts shows that you owe us an amount of funds for any reason or has a negative balance, AFSL may redeem any funds or Electronic Money you maintain in one of your AFSL Account which has a positive balance to pay us the compensation or to redress the negative balance in a different AFSL Account.

 

16.2. If the amount owed to us is in a currency that is different to the money or Electronic Money you hold with us, we shall convert the amount you hold with us to the currency of the amount you owe us by applying our standard exchange rates. We do not need to notify you of this conversion occurring.

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16.3. You shall pay interest on any sum due under these Terms, calculated as follows:

  1. Rate: 4% per annum

  2. Period: From when the overdue sum became due, until it is paid.

 

 

17. LIABILITY FOR PAYMENT TRANSACTIONS

 

17.1. Subject to clause 17.5, where:

 

  1. A Payment Transaction was not authorised by you or was incorrectly initiated or executed by us; and

  2. you have notified us using one of the methods set out in these Terms, without undue delay upon becoming aware of the unauthorised or incorrectly executed Payment Transaction:


we shall refund to you the full amount debited erroneously immediately as soon as practicable and in any event no later than the end of the Working Day following the day on which we became aware of the unauthorised Payment Transaction, unless we have reasonable grounds to suspect fraud and notify the appropriate authorities.

 

17.2. If you dispute a Payment Transaction, we will immediately refund the amount to your AFLS Account to the position it would have been in if the unauthorised AFSL Payment had not taken place. We will have no further liability to you. If we subsequently discover that you were not entitled to a refund, we shall treat the refund as a mistake and be entitled to reapply the Payment Transaction.

 

17.3. We shall treat the refund as a mistake and be entitled to re-apply the Payment Transaction if:

  1.   if there are reasonable grounds for thinking that you may not be entitled to a refund (based on the evidence available to us at the time you report the unauthorised Payment Transaction). We may investigate before giving you a refund and we will provide you with   our supporting evidence if we believe you are not entitled to the refund; and/or

  2. if the  Payment Transaction was initiated through a Third Party Provider (“TPP”). In such scenario, it is for the TPP to prove that the Payment Transaction was authenticated, accurately recorded and not affected by a technical breakdown or other deficiency linked to the TPP’s payment initiation service.

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17.4. You will be liable for:

  1. all losses incurred in respect of unauthorised Payments Transactions made by AFSL if you and/or a Authorised User/s has/have acted fraudulently, or has/have intentionally or has/have with intent or gross negligence not complied with its obligations under these Terms;

  2. any losses incurred in respect of unauthorised Payment Transactions arising where you and/or a Authorised User/s has/have failed to keep the Security Credentials safe and/or failed to stop the Partner Application from being misappropriated.

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17.5. Except where you have acted fraudulently, you will not be liable for any losses incurred in respect of unauthorised Payment Transaction where:

  1. you have notified AFSL in writing, without undue delay, on becoming aware of the loss, theft, misappropriation or unauthorised use of any Security Credentials or the Partner Application and the failure by AFSL to do anything resulted in the aforementioned loss; or

  2. AFSL has failed to provide appropriate means for notification of the loss, theft, misappropriation or unauthorised use of any Security Credentials or the Partner Application.

 

17.6. AFSL shall not be liable for non-execution or defective execution in relation to a Payment Transaction/s which it has made in accordance with a Unique Identifier given to it by you which proves to be incorrect.

 

17.7. We are liable to you for the correct execution of a Payment Transaction unless we can prove to you (and where relevant, to the Beneficiary’s payment service provider and/or credit institution) that the Beneficiary’s payment service provider/credit institution received the amount of the Payment Transaction within the appropriate time period.

 

17.8. In some circumstances a number of intermediaries (such as correspondent banks) may be involved in an international transfer of currency, and such intermediaries may charge fees and expenses. The charges will in most cases (but not always) be deducted prior to its delivery. These charges are beyond our control and whilst we will endeavour to minimise these for you wherever possible, those charges sometimes cannot be calculated in advance. You hereby acknowledge that you shall be liable for these charges.

 

17.9. The provisions in this clause 17 shall survive termination of these Terms.

 


18. GENERAL LIABILITY 

 

18.1. You are responsible for the acts and omissions of the Authorised Users under these Terms as if they were your own.

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18.2. We shall not be liable to you for any:

  1. delay or failure to perform our obligations under these Terms (including any delay in payment) by reason of any cause beyond our reasonable control including but not limited to any action or inaction by you or any third party, any Force Majeure Event, bank delay, postal delay, failure or delay of any fax or electronic transmission, any accident, emergency, act of God or any abnormal or unforeseeable circumstances; or

  2. consequential indirect, incidental, moral, special, consequential or economical loss or damages (such as loss of profits, revenue, savings or opportunity) you may incur as  a result of us failing to perform our duties under a Payment Transaction; or

  3. losses as a result of a requirement imposed on us by the Applicable Law.

 

18.3. You are responsible for all liabilities, financial or otherwise, incurred by AFSL or a Third party caused by or arising out of your breach of these Terms, your use of the Services, and any use of your AFSL Account/s. You agree to reimburse AFSL or a third party for any and all such liability, to the extent not prohibited by Applicable Law.

 

18.4. You remain liable under these Terms in respect of all charges and other amounts incurred through the use of your AFSL Account/s at any time, irrespective of termination, suspension or closure.

 

18.5. You are responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Services, including but not limited to, those related to export or import activity, taxes or foreign currency transactions. You are liable to the state and other subjects for fulfilment of all tax obligations independently. AFSL shall not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied you.

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18.6. You agree to indemnify, defend and hold harmless AFSL, its parent, subsidiaries or affiliates, and their respective shareholders, officers, directors and employees from and against any losses or negative balance on the accounts, resulting from any and all actions, causes of actions, claims, demands, liabilities, judgements, damages or expenses (collectively “claims” or each a “claim”) which AFSL may at any time during the period of the these Terms or within five (5) years after its termination, incur, sustain or become subject as a result of any claim from:

  1. being connected to you or your employees, agents or sub-contractors, or Customers, or  third parties using the Services; or

  2. arising from you or your employees, agents or sub-contractors or Customers or third parties using the Services, who fail to comply with any law or regulation including but not limited to AML/CFT, data protection and other rules and regulations.

 

18.7. Nothing in these Terms shall operate to exclude liability for death or personal injury or for fraud  or fraudulent misrepresentation or for any liability that cannot be excluded or amended by law.


18.8. In no event shall AFSL be liable for loss of profits or any special, incidental or consequential damages arising out of these Terms or otherwise in connection with the Services, howsoever arising.

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18.9. To the extent permitted by Applicable Law, AFSL is not liable, and you agree not to hold it responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

  1. actions or omissions of the Partner;

  2. the Partner Application;

  3.  Authorised Users acting under your authorisation in accordance with these Terms and the limitations imposed upon them on the Partner Application;

  4. your inability to use the Services for whatever reason;

  5. delays or disruptions in the Services;

  6. viruses or other malicious software obtained by accessing the Website or any associated site or service;

  7. glitches, bugs, errors, or inaccuracies of any kind in the Services;

  8. the content, actions, or inactions of third parties;

  9. a suspension or other action taken with respect to your AFSL Account;

  10. your need to modify practices, content, or behaviour, or your loss of or inability to do business, as a result of changes to these Terms or AFSL’s policies; and

  11. illegal actions and operations of third persons performed using counterfeited and/or illegal documents or illegally received data.

19. WITHDRAWING FUNDS

 

19.1. You may withdraw funds from your AFSL  Account by entering into   a Payment Transaction and crediting such funds to another account belonging to you.

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20. NOTICE

 

20.1. You agree and acknowledge that AFSL will provide electronic receipt of all notices and communications via the Partner Application.


20.2. We may also communicate with you and Authorised Users via post to the addresses, via email to the email addresses, via SMS and phone call to the mobile phone numbers and via phone to the landline  numbers provided to AFSL, as same are updated from time to time.

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20.3. It is your responsibility to ensure that you and Authorised Users;

  1. log onto the Partner Application regularly;

  2. regularly review the Partner Application, the Website, registered email address and SMSs and open and review communications that we deliver through those means;

  3. ensure that contact information stored on the Partner Application is up to date.

 

20.4. We shall contact you via your mobile phone, the details of which are contained on the Partner Application, in the event of suspected fraud or security threats, unless we suspect that your mobile phone has been the subject of a security breach in which cas e we shall contact you by another method that we reasonably believe to be secure.

 

20.5. You may contact us in accordance with these Terms via the Client Support Function on the Partner Application, via your Relationship Manager or by sending an e-mail to clientservices@andaria.com.

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20.6. Any notice or communication shall be deemed to have been received:

  1. if delivered in person, on signature of a delivery receipt or at the time the notice is left at the proper address;

  2. if sent by post, at the time of delivery;

  3. if sent by next Working Day delivery service at the time recorded by the delivery service; and

  4. if sent via the Partner Application, including the Client Support Function, SMS, email or phone call, at the time of transmission.

 


21. DATA PROCESSING

 

21.1. AFSL will act as a ‘Data Controller’ in processing your personal data and/or personal data relating to individuals connected to your business, in accordance with the applicable Data Protection Legislation and requirements contained therein.

 

21.2. Each of the parties to these Terms will comply with all applicable requirements of the Data Protection Legislation and that all Personal Data will be handled with care, in a confidential manner, and in accordance with the applicable Data Protection Legislation. For the purposes of these Terms, “Personal Data”, “Data Controller” and “Data Processor” shall have the meaning given by the General Data Protection Regulation (Regulation (EU) 2016/679).

 

21.3. The processing of your data is governed by these Terms including our Data Privacy Notice and  the applicable internal Policies and Procedures.

 

21.4. We act as Data Controller with respect to Personal Data relating to:


21.5. You, if you are an individual or a partnership; or


21.6. your beneficial owners, Directors, partners, LLP members if you are a legal entity;


21.7. your Authorised Users and


21.8. conducting due diligence and customer verification;


21.9. your AFSL Account Authorised Users, Employees, Customers and Suppliers;

 

 

This Personal Data which we hold as Data Processor shall be referred to as “AFSL Personal Data”.

 

21.10. We set out in our Data Privacy Notice how we handle AFSL Personal Data.

 

21.11. You may utilise third party services that connect directly to your AFSL Account/s pursuant to these Terms. When you provide your account details to those third parties, you remain liable for all activity under your AFSL Account/s and take full responsibility for ensuring that you have appropriate agreements in place with that third party in relation to transfer of data including AFSL Personal Data.

 

21.12. We reserve the right to transmit the information or Personal Data about you as well as activity in your AFSL Account/s to law enforcement institutions, state authorities and financial institutions, if such is necessary to comply with relevant legislation, and in order to identify whether these Terms and relevant legislation have not been violated.

 

For further information on how we process personal data of individuals, please refer to our Data Privacy Notice.

 


22. CONFIDENTIALITY

 

22.1. All parties subject to these Terms shall at all times throughout the term and after termination thereof, keep confidential and take all reasonable steps to keep confidential and prevent unlawful or unauthorised disclosure to or use by any third party of Confidential Information which is disclosed to either party or which is otherwise obtained by, or comes to the knowledge of, that party at any time throughout the term of the relationship.

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22.2. The provisions of this clause shall not apply to any Confidential Information that:

  1. is or becomes generally available to the public (other than as a result of its disclosure by AFSL, its parent, subsidiaries or affiliates, and their respective shareholders, officers, directors and employees (“AFSL Representatives”) in breach of this clause);

  2. was available to AFSL on a non-confidential basis before disclosure by AFSL;

  3. was, is or becomes available to AFSL on a non-confidential basis from a person who, to  AFSL’s knowledge, is not bound by a confidentiality agreement or is otherwise prohibited from disclosing the information to AFSL; or

  4. the parties agree in writing such information is not confidential or may be disclosed; or

  5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.

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22.3. AFSL shall keep your Confidential Information confidential and shall not:

  1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement, including, in the exercise of conducting its AML/CFT obligations in terms of law (the “Permitted Purpose”); or

  2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 22.

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22.4. AFSL may disclose your Confidential Information to its AFSL Representatives who need to know such Confidential Information for the Permitted Purpose and to its Partners for the purpose of improving its or its Partners business processes, provided that:

  1. it informs such AFSL Representatives and/or Partners of the confidential nature of the Confidential Information before disclosure; and

  2. it procures that its AFSL Representatives and/or Partners shall, in relation to any Confidential Information disclosed to them, comply with obligations which are similar to those set out in this clause; and

  3. at all times, it is liable for the failure of any AFSL Representatives or Partners to comply with the obligations set out in this clause 23.

 

22.5. AFSL may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.

 

22.6. You acknowledge that the credit institution/s AFSL uses to provide it with banking facilities will be able to access your Confidential Information in the normal course of its business.

 

22.7. On termination of these Terms, AFSL shall keep your Confidential Information safe and shall not be under an obligation to return Confidential Information to you or delete the Confidential Information it holds unless required to do so by law.

 

22.8. The provisions of this clause 22 shall continue to apply after termination of these Terms for any cause whatsoever until such time as such information shall otherwise have legally entered public domain.

 

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23. INTELLECTUAL PROPERTY

 

23.1. The Service, the Website and all intellectual property rights contained therein, including but not limited to any content, are owned or licensed by us. Intellectual property rights mean rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). AFSL’s intellectual property includes all logos related to the Services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of AFSL. You may not copy, imitate or use AFSL’s intellectual property rights without prior written approval.

 

23.2. We reserve all of our rights in any intellectual property in connection with these Terms. This means, for example, that we remain owners of them and are free to use them as we deem fit.

 

23.3. Nothing in these Terms grants you any legal rights in AFSL, the Partner Application and/or the Website, other than as set out in these Terms. You agree not to adjust or try to circumvent or delete any notices contained on the Partner Application (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the Partner Application.

 


24. COMPLAINTS

 

24.1. We take all complaints seriously. Any complaints about us or the Services should be sent by email to complaints@andaria.com. You should clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere query. Our complaints procedure sets out the process for submitting and resolving any complaints. You may request a copy of our Complaints Handling Policy and Procedure at any time by contacting us via the Client support function on the Partner Application or via complaints@andaria.com.

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24.2. If your complaint relates to:

  1. the issuance, storage or redemption of Electronic Money;

  2. a Payment Transaction; and/or

  3. service offering by AFSL to you

 

and after having received our final response you are still unhappy or not satisfied or the Client deems that the complaint is not resolved by the end of 3rd business days after the complaint is received, AFSL will initiate a formal complaint handling procedure. AFSL will acknowledge the Client’s complaint by email within 5 Working Days. The email will contain details of the Complaints Handling Policy and the Client’s right to refer the complaint to the Financial Services Ombudsman if the Client is dissatisfied with AFSL’s assessment and ruling.


24.3. Within 15 days (complaints about rights and obligations arising under Parts 6 and 7 of the PSRs 2017) or 8 weeks (complaints not related to rights and obligations arising under Parts 6 and 7 of the PSRs 2017) after a complaint, AFSL will send the Client a final response.

 

24.4. A complaint about any regulated aspect of the Service that AFSL cannot settle within 15 days (complaints about rights and obligations arising under Parts 6 and 7 of the PSRs 2017) or 8 weeks (complaints not related to rights and obligations arising under Parts 6 and 7 of the PSRs 2017) after the date of complaint may be referred to the Financial Ombudsman Service at The Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London E14 9SR, United Kingdom (further details can be found at www.financial-ombudsman.org.uk).

 

 

25. DUE DILIGENCE AND VERIFICATION OF IDENTITY

 

25.1. We are required by law to conduct ongoing monitoring of all of our clients, and transactions carried out for or with our clients, including you (and your Authorised Users, Directors, Officers and Employees), in order to comply with our “Know Your Client” (“KYC”) obligations, AML/CFT rules and regulations, including FATCA & CRS reporting. This includes monitoring instructions and Transactions for the prevention and detection of financial crime as part of our Financial Crime Compliance activities.

 

25.2. You will provide us with all information (e.g. as we consider necessary for opening an AFSL Account and conducting the business relationship prescribed by any Applicable Law) and will provide all documents we reasonably request from you from time to time, including any relevant document in order to confirm the tax residence you have declared to us.

 

25.3. You agree to cooperate with all requests made by us to identify or authenticate the identity of you, your directors, ultimate beneficial owners and partners (as appropriate), any Authorised Users and validate your funding sources. Without limitation, we will need to identify and verify any new directors or replacement directors, ultimate beneficial owners and partners prior to such change taking place and it is not guaranteed that any such change will be approved by us. We reserve the right to close or suspend your AFSL Account/s if there is a failure by you to so notify us in advance of any change or we have any issues in identifying, verifying or approving you or any current or proposed directors, ultimate beneficial owners or partners (as appropriate).

 

25.4. We may confidentially verify the information you provide us or we obtain ourselves on you, your directors, ultimate beneficial owners, partners (as appropriate), Authorised Users by carrying out a soft credit check from one or more credit reference agencies operating in the United Kingdom). Soft credit checks with credit reference agencies will leave a soft footprint on the relevant individual’s / business’ credit history but will not affect their credit score. By entering into these Terms, you confirm that you and all of your directors, ultimate beneficial owners, partners, Authorised Users acknowledge and consent to such searches being performed.

 

25.5. We reserve the right to close, suspend, or limit access to your AFSL Accounts and Services in the event we are unable to obtain or verify such information.

 

25.6. In undertaking our customer due diligence activities we may, at our sole and absolute discretion, decide to screen you, your Directors, ultimate beneficial owners and partners (as appropriate), and any Authorised Users in order to identify or authenticate the identity of you, your Directors, ultimate beneficial owners and partners (as appropriate), and any Authorised Users. By entering into these Terms, you confirm and acknowledge that such screening and searches are being carried out by us, or our Partners, for this purpose.

 

25.7. You must ensure the information we hold relating to your AFSL Account/s, including information on the Partner Application is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. We shall not be liable for any losses arising out of your failure to maintain up to date information.

 

25.8. In addition, we or a third party on our or our Partner’s behalf, may perform periodic (no more than once per month) due diligence screening and soft credit checks on you for the purpose of deciding whether or not to allow you to have an AFSL Account/s and ascertaining your eligibility for financial products offered by us and/or one of our Partners. By entering into these Terms, you confirm and acknowledge that such searches are being carried out for this purpose.

 

25.9. We reserve the right to close, suspend, or limit access to your AFSL Accounts and/or the Services in the event we are unable to perform the aforementioned checks or we receive adverse information related to such checks.

 

25.10. You must ensure the information we hold relating to your AFSL Account/s, including information on the Partner Application, is always accurate and up to date. If at any time we believe that your information is outdated or inaccurate, we may contact you and request further information or request that you go through the verification process again. We shall not be liable for any losses arising out of your failure to maintain up to date information.



26. AMENDMENTS TO THESE TERMS

 

26.1. You agree that AFSL may make changes to these Terms from time to time. These Terms, may be amended unilaterally by us, by providing you with two months’ notice. These changes will be deemed to have been accepted by you where you do not, before the proposed date of the entry into force of the changes, notify us that you do not accept the changes. If you do notify us that you do not accept the changes, your notification will be deemed to be a notice that you wish to close your AFSL Account and terminate these Terms on the date upon which the changes are due to take effect.

 


27. FEES AND CHARGES

 

27.1. We charge the Fees and charges for your use of the Services. The Fees are set out in the Tariff Sheet. For the avoidance of doubt, the Fees are composite and include fees, where possible, charged by us and our third-party partners pursuant to these Terms.

 

27.2. We shall deduct the Fees that you owe us from the AFSL Account/s most relevant for those Fees. If there is not enough balance in the relevant AFSL Account, we shall deduct the Fees from a different AFSL Account using our standard exchange rates. If there are not enough funds or Electronic Money in any of your AFSL Accounts to pay your Fees in any currency, then we shall issue you with an invoice for the Fees which is payable immediately or deduct the Fees that you owe us from any AFSL Account held by you. We reserve the right to suspend your access to the Services if we are not paid any monies owing to us by you on time.

 

27.3. Please note that in addition to the Fees, other payment service providers, correspondent banks and intermediaries may take fees out of money sent from your AFSL Account. You acknowledge that AFSL is not responsible for same.

 

27.4. We reserve the right to automatically charge and/or not refund a Fee for a Payment Transaction despite it not being fully executed in instances which is through no fault of and/or outside the control of AFSL. This may include where a Authorised User has provided incorrect Unique Identifiers for the Payment Transaction and the Payment Transaction is processed by us but the funds subject to the Payment are returned or if the Payment is returned by our Partners or correspondent banks party to the transaction.

 

27.5. The Fees may be lowered or waived on a promotional basis at the sole discretion of AFSL.

 

27.6. Expenses incurred by AFSL pursuant to your instructions or following your authorisation, or as  required in terms of (or for the purposes of complying with) Applicable Law or court order, including, but not limited to, legal fees, court fees, maintenance costs and insurance fees, and including fees incurred by AFSL which are directly related to you and the matter in question, shall be borne by you.

 

27.7. Where a Payment Transaction involves a currency conversion, it will be completed at a foreign exchange rate determined by AFSL. The foreign exchange rate is adjusted regularly based on market conditions (the wholesale exchange rate at which AFSL obtains its foreign currency from the counterparts). The exchange rate may be updated and made available by AFSL upon request.

 

27.8. AFSL reserves to unilaterally change the Fees by providing you with a two-month notice, however, exchange charges may be applied or changed when they become applicable and without any pre-notice.

 

27.9. AFSL reserves the right to charge account fees as indicated in these Terms.

 


28. WARRANTIES

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28.1. AFSL warrants that:

  1. The Services are provided on an “as is”, “as available” basis and without any representation or warranty, whether express, implied or statutory. Neither AFSL nor any of the officers, directors, agents, joint venturers, employees and suppliers of AFSL, make any representation or warranty of any kind whatsoever for the Services or the content, materials, information and functions made accessible by the Services used on or accessed through the Services, or for any breach of security associated with the transmission of sensitive information through the Services.

  2. AFSL does not warrant that the Services will be uninterrupted, secure or error free. AFSL shall not be responsible for any Service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of Payment Transactions or the Services.

  3. AFSL does not have any control over the products or services that are paid for using  the Services.

  4. AFSL is not responsible for the quality, performance, or any consequential results of the products and/or services purchased using the Services.

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28.2. AFSL shall not be liable for:

  1. Any shortcomings or losses arising as a result of Force Majeure; and

  2. Any shortcomings or losses arising from the acts or omissions of any third party whose services are used for the performance, in full or in part, of AFSL’s obligations towards you. In such cases, AFSL shall not be liable for any loss or damage unless it has not exercised diligence in transmitting the instructions; and/or selecting such third parties.

 

28.3. You represent and warrant in favour of AFSL that throughout the term of our relationship:

  1. each time you avail of/use the Services, you are acting in the course of your business and not in a personal capacity and that you have the power to execute, deliver and perform your obligations under these Terms in a lawful manner.

  2. the person representing you is duly authorised to act for and on behalf of you and binds you accordingly;

  3. in case of a body corporate, you are lawfully constituted or incorporated under the laws of your country of incorporation;

  4. all information and documentation provided to AFSL (either directly or through one of our Partners, as the case may be) is true, accurate and complete and properly reflects your structure, business and financial condition.

  5. You agree that for us to provide you with Payment Services we will use your Personal Data. If you withdraw this agreement, we will stop providing Payment Services but may still use your data or information where we have lawful grounds to do so, for example, because we need to retain records for regulatory purposes.

 


29. TERMINATION

 

29.1. AFSL, in its sole discretion, may terminate these Terms at any time, by giving you two

months’ notice. You in your sole discretion may terminate these Terms at any time by giving us notice. The termination of these Terms will not affect any of our rights or your obligations arising under these Terms.

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29.2. Without prejudice to any rights that have accrued under these Terms, or any party’s other rights or remedies, we or you may at any time terminate these Terms with immediate effect by giving written notice to the other if:

  1. the other party commits a material breach of any term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

  2. the other party repeatedly breaches any of the terms of these Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms;

  3. the other party is subject to a bankruptcy, insolvency, winding up or other similar event; and/or

  4. if we determine that you pose a fraud or money laundering risk;

  5. if our relationship with the Partner is terminated;

  6. if your relationship with the Partner is terminated;

  7. the result of laws, regulatory authority rules or guidance or any change in or any introduction thereof (or change in the interpretation or application thereof) means that it is unlawful or contrary to any such law, rules, order or regulations for either of the parties to perform or give effect to any of its obligations hereunder and such obligation cannot be readily severed from these Terms.

 

29.3. Without prejudice to any rights that have accrued under these Terms or any of the party’s rights or remedies, we may at any time terminate these Terms with immediate effect by giving written notice to you:

  1. in the event that you undergo a change of Control or you dispose of a substantial part of your assets.

  2. if we are unable to verify your information in the manner set out in these Terms and/or pursuant the requirements emanating from our policies and procedure, and Applicable Law;

  3. in case of death or in the case of a partnership and your partnership ends;

  4. if we have reason to believe that your business and/or use of the Services, damages, corrupts, degrades, destroys and/or otherwise adversely affects the Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you;

  5. if there is a material change in the type of business activities you carry out or your business activity no longer falls within our risk appetite;

  6. if there is a significant fluctuation (either positive or negative) in the aggregate number of Payment Transactions you enter into;

  7. if you and/or Authorised Users have acted or omitted to act in any way which we reasonably determine to diminish our business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or

  8. if we are unable to provide the Services to you through the inability of any third party to provide us with any good and/or service that we require to provide the Services to you;

  9. if any representation by you appears to AFSL to be incomplete or incorrect, unless satisfactory information and/or evidence is brought to the attention of AFSL within a reasonable time.

 

29.4. In the event that you are a legal person and you are placed into liquidation, bankruptcy or administration or any other analogous process wherein a liquidator, curator or trustee or similar officer is appointed. In such case, AFSL shall transfer or deposit your assets held with AFSL to the successor, curator, mandatory, other authorised representative or, where applicable, the court.

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29.5. If you have breached the terms of these Terms (including a breach of your obligation to pay us any amount owing) or we are otherwise entitled to terminate these Terms, we may:

  1. suspend your use of the Services in which case we will not treat any order for an AFSL Transaction that you may wish to make as being received by us;

  2. report any Payment Transaction or any other relevant information about you and your use of the Services to the relevant regulatory authority, law enforcement agency and/or government department; and/or

  3. if appropriate, seek damages from you.

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29.6. Upon termination of these Terms:

  1. your AFSL Account will be closed;

  2. you and/or your Authorised Users’ Employee’s authorisation/Security Credentials to access the Partner Application will be revoked.

 

29.7. If any of your AFSL Account/s hold a balance at the time of its closure, we may ask you to withdraw your funds within a reasonable period of time, during which your AFSL Accounts will be accessible for the purpose of withdrawing the remaining balance only.   After the expiry of this period you will not be able to access your AFSL Accounts through the Partner Application, but you may withdraw any remaining funds. You may ask AFSL to transfer the available balance to another account held by the Client, subject to the provision of a bank statement which verifies that such account is held by the Client. This will be subject to Fees and Charges as detailed in the Tariff Sheet. We shall not be responsible for any losses you incur as a result of same. You acknowledge and accept that after six (6) years from date of closure, any unclaimed balances are forfeited and become the property of AFSL.

 

29.8. When these Terms cease to apply in accordance with the provisions of this clause 29, all legal rights, obligations and liabilities that you and AFSL have benefitted from, or which have accrued over time whilst these Terms have been in force, or which are expressed to continue indefinitely, will be unaffected by such cessation.

 


30. PUBLICITY

 

The Client grants AFSL the permission to use the Client’s brand identity in its publicity material and press releases in various media and the permission to refer to in such material as its customer or client, provided that such permission (either generally or in specific instances) can be withdrawn by Client giving fifteen (15) days’ notice in writing from Client to AFSL at any time and on any such withdrawal, AFSL shall remove all relevant references.

 


31. MISCELLANEOUS

 

31.1. These Terms shall be governed by the Laws of England and Wales and any claim or dispute under these Terms shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

 

31.2. These Terms do not intend to confer any benefit on any third party.

 

31.3. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your Payment Transactions, or for collecting, reporting or remitting any taxes arising from any Payment Transactions. You hereby agree to comply with any and all applicable tax laws in connection with your use of the Services, including without limitation, the reporting and payment of any taxes arising in connection with Payment Transactions made through the Services.


31.4. If we fail to enforce any of our rights under the Terms, or Applicable Laws, it shall not be deemed to constitute a waiver of such right.

 

31.5. You may not transfer or assign or sell any rights or obligations you have under these Terms or otherwise grant any third party a legal or equitable interest over your AFSL Account/s without AFSL’s prior written approval. AFSL reserves the right to transfer or assign these Terms or any right or obligation under these Terms at any time.

 

31.6. Unless stated otherwise in these Terms, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

 

31.7. We do not provide advice. We contract on an execution-only basis. Information such as calculations and forecasts, may be provided to you from time to time, for example via the Partner Application or the Website, but this should not be deemed to be advice either upon the merits of a proposed Payment Transaction or upon any other matter. All calculations, forecasts and other information should be independently checked and verified. Before entering into any Payment Transaction, you and Authorised Users must make your, and their, own independent assessment as to whether it is appropriate to enter into an Payment Transaction based upon your own judgment and upon such advice from such advisers as you consider necessary. It is an express term of every Payment Transaction which you and Authorised Users enter into with us that you are not relying upon any communication (written or oral) made by us as constituting advice about or a recommendation to enter into such Payment Transaction. Foreign currency exchange rates are subject to fluctuations outside our control. Past movements or trends in the movement of foreign currency exchange rates should not be taken as an indicator of future movements in such exchange rates.

 

31.8. Should you and/or Authorised Users require customer service and technical support, may wish to contact us via the Partner Application.

 

31.9. Clause, schedule and paragraph headings shall not affect the interpretation of these Terms.

 

31.10. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

 

31.11. The schedules form an integral part of these Terms and shall have effect as if set out in full in the body of these Terms. Any reference to these Terms includes the schedules.

 

31.12. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

 

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

 

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

 

31.15. These Terms shall be binding on, and endure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

 

31.16. A reference to a statute or statutory provision is a reference to it as amended, extended, re- enacted or replaced from time to time.
 

31.17. A reference to writing or written includes email and the Client Support Function on the Partner Application.

 

31.18. An obligation upon you includes an obligation upon Authorised Users.

 

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

 

31.20. These Terms shall be concluded and interpreted in the English language. If these Terms are translated into another language, it is for reference purposes only. All communications between the parties shall be in the English language.


31.21. A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.

 

31.22. References to clauses and schedules are to the clauses and schedules of these Terms and references to paragraphs are to paragraphs of the relevant schedule.

 

31.23. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

 

 

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SCHEDULE 1 —DEFINITIONS

 

“Account Limits” means the limits referred to in clause 14.

 

“AFSL” “we,” “us,” or “our” means Andaria Financial Services UK Ltd, the details of which are set out in these Terms.

 

 

“AFSL Accounts” means the E-Money Accounts provided to you by AFSL, from time-to-time. AFSL Accounts include AFSL branded E-Money Accounts which AFSL may have developed from time-to-time.

 

 

“AML” means Anti Money Laundering.

 

“Applicable Law” means the laws and regulations applicable in the United Kingdom.

 

“Authorised User” means a person who has been given permission by us to and the Partner to access the Partner Application and use the Services via the Partner Application on behalf of the Client.

 

 

“Beneficiary” means the person, such as a Supplier, that you wish to send money to.

 

“Beneficiary Bank Account” means the account of the Beneficiary where you wish to send money, be it a bank account, electronic money account, payment account or otherwise.

 

 

“CFT” means combating the financing of terrorism.

 

“Client” means the legal person which/who has agreed to the these Terms.

 

“Client Support Function” means the function available via the Partner Application which offers services to help you and Authorised Users to resolve any issues which may arise.

 

 

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by you or one of your Employees or beneficial owners or Authorised Users (as defined below) to AFSL or one of its Representatives whether before or after the date of this agreement in connection with your AFSL Account, including but not limited to:

  1. the fact that you are an AFSL customer;

  2. details of your Authorised Users;

  3. details of all Payment Transactions you enter into pursuant to this agreement including the amount, date, currency and Beneficiary of such AFSL Transaction;

  4. the balances of the Electronic Money you hold with AFSL in your various AFSL Accounts;

  5. any information that would be regarded as confidential by a reasonable business person relating to:

 

  • your business, affairs, Customers, suppliers, or plans, intentions, or market opportunities of the disclosing party; and

  • your operations, processes, product information, know-how, designs, trade secrets or software.

 

“Control” means the possession by any person(s) or nominee(s) directly or indirectly of the power to direct or cause the direction of another person and “change of control” is construed accordingly.

 

“Cookie Policy” means the cookie policy relating to the Website which can be found at www.andaria.com (when available).

 

“CRS” means Common Reporting Standard.

 

“Customer” means a person to whom you provide goods and/or services.

 

“Data Privacy Notice” means our privacy notice which can be found at www.andaria.com (when available).

 

“Data Protection Legislation” means the UK General Data Protection Regulation and any data protection rules or regulation applicable in the United Kingdom.

 

“Director” means one of your directors or any other person who is in charge of management or oversight of your business.

“Electronic Money” means electronically, including magnetically, stored value as represented by a claim on AFSL which is issued on receipt of funds for the purpose of making payment transactions and that is accepted by a person other than the financial institutions that issued the electronic money.

 

“Electronic Money Exchange” means using Electronic Money in one currency to purchase Electronic Money in another currency using our standard exchange rate.

 

“Employee” means one of your employees.

“Faster Payments” means the United Kingdom banking initiative to reduce payment times between different banks’ customer accounts.

“FATCA” means The Foreign Account Tax Compliance Act.

 

“Fees” means the fees payable by you for the use of our Services as contained in the Tariff Sheet.

 

“Financial Crime Compliance Activity” means Financial Crime Compliance activities undertaken by the  Institution to monitor and manage Money Laundering and Funding of Terrorism risks.

 

 

“Force Majeure Event” means an event which is beyond the reasonable control of an affected party and which makes it practically impossible for that affected party to comply with its obligations under these Terms including without limit any market disruption, acts or restraints of government(s) or public authorities, war, revolution, strikes or other industrial action, fire, flood, natural disaster, explosion, terrorist action, the suspension or limitation of trading by any execution venue, or any breakdown, failure, defective performance or malfunction of any telecommunications settlement or other equipment or systems.

 

“IBAN” means the international bank account number issued to you by AFSL.

 

 

“Partner” refers to the technical service provider who shall make available the Partner Application to the Client in order to access the Services.

 

“Partner Application” refers to the web or mobile application of the Partner.

 

“Payee” means the person receiving a payment.

 

“Payer” means the person making the payment.

 

“Payments” or “Payment Transactions” means a procedure whereby funds are transferred, withdrawn or made available, including payments by means Electronic Money in the applicable AFSL Account being redeemed and the equivalent amount of money being transferred to the Beneficiary Bank Account via SEPA, SWIFT and any other payments methods which may be used by AFSL. “Payment Transactions” does not include: (i) any payments into or from AFSL Accounts in physical cash including withdrawals, (ii) any payments into or from AFSL Accounts by cheque and (iii) standing orders.

 

“Representatives” means, in relation to a party, its employees, officers, representatives and advisers.

 

“Restricted Country” means any country that is sanctioned or classified as high risk or that AFSL otherwise does not accept as a country you can send money to, spend money in or receive money from in terms of AFSL’s internal policies which may be made available to you upon your request.

 

 

“Security Credentials” means the security code including any number or authorisation code that each   Authorised User uses to obtain access to the Partner Application which credentials support the Two-Factor Authentication system.

 

“SEPA” means a SEPA payment for cross-border Euro bank transfers.

 

“SEPA Rulebook” means the rules and regulations of the European Payments Council as issued by Single  Euro Payments Area (SEPA) Credit Transfer Scheme, including the SEPA Credit Transfer Scheme Rulebook, and as may be amended from time to time.

 

“Services” means the Services set out in these Terms;

 

“Supplier” means a person which provides goods and/or services to you.

 

“SWIFT” means SWIFT payments which are the type of international transfer sent using the Society for  Worldwide Interbank Financial Telecommunications.

 

“Tariff Sheet” means the document made available by AFSL directly or indirectly via the Partner Application which shall outline the Fees payable by the Client for the Services.

 

“Terms” means these terms and conditions, the Website Terms, the Cookie Policy, the Privacy Policy and the Website Acceptable Use Policy.

 

“Third Party” means a person other than you, your Employee, a Authorised User, us.

 

“Two-Factor Authentication” means a security system that requires two separate and distinct forms of identification in order to access the Partner Application.

 

“Unique Identifiers” means the details of a bank account or electronic money account.

 

“IBAN” means the unique identifiers consisting of a combination of letters and numbers in the form of an International Bank Account Number. Reference to IBAN in these Terms also refer to virtual IBANS.

 

“Website” means our general website, the web address of which is www.andaria.com (when available)

 

“Website Terms of Use” means the terms and conditions regarding the use of our Website which can be found at www.andaria.com (when available).

 

“Working Day” means a day other than a Saturday, Sunday, Public Holiday, Christmas Day or New Year’s Day in England.

 

“you” or “your” means you being the individual, sole trader, partnership or legal entity that has agreed to these Terms.


© 2025 KORNELL FINANCE. All rights reserved. 

 

Kornell Finance Ltd is a Canadian company with registration number BC1445114, and registered address 422 Richard St, Suite 170, Vancouver, Canada V6B2Z4. Kornell Finance Ltd is also a Money Services Business (MSB) authorised and regulated by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), with license number M23177779. Kornell Finance Ltd is also registered at Bank of Canada under RPAA.

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The services mentioned on this website are not intended for individuals (citizen) or businesses in US, nothing construed as a solicitation.

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