REMITTANCE360 LTD – ABOUT US. 

1.1 Who we are? We are Remittance360 Ltd. Where these Terms refer to “Remittance 360”, “R360”, “we”, “us”, or “our”, we mean Remittance360 Ltd, a limited company incorporated and registered in England and Wales (company number 12181797) with its head office and registered office at 39 Fitzroy Square, London, Greater London, England, W1T 6EZ. Our website is at vip-360.co.uk. 

1.2 Who regulates us? We are authorised and regulated by the Financial Conduct Authority (“FCA”) under the Electronic Money Regulations 2011 (“EMRs”) (FCA register reference 901072) for the issuing of Electronic Money and provide Payment services. If you require further information on the status of Remittance 360, details are available on the FCA’s website www.fca.org.uk. The FCA can also be contacted at 21 Endeavour Square, London, England, E20 1JN or by phone on +44 0300 500 8082.  

1.3 Our Contact Details. 

1.4 How we contact you. 

Please let us know as soon as possible when your contact details change. We will not be liable for any losses incurred as a result of your contact details having changed if you have not told us they have changed.  

In the event of any suspected or actual fraud, security threats or security breach, we will contact you by phone, email or any other communication channel authorised by you. 

1.5 Communications between us are to be in English. These Terms are written in English and any notices shall be in English only. If you are reading a translated version of these Terms in another language, the English language version will prevail in the event of any conflict. Please make sure to check your emails and the R360 Online Platform regularly for messages and updates about your account.  

INFORMATION ON THESE TERMS. 

2.1 These Terms are a framework contract between you and us, with you being the business which has agreed to these Terms. They set out the basis on which R360 will allow you to: 

(a) top-up, debit and store Electronic Money in relation to your R360 eWallet; 

(b) allow you to purchase money from us in different currencies; and 

(c) allow you to execute Payments. 

If you have any queries, please reach out to us at support@vip-360.co.uk.  

IMPORTANT NOTICE REGARDING AUTHORISED PUSH PAYMENT (“APP”) FRAUD: 

Do not let scammers get their hands on your money! For more information on APP Scams, please read clause 16 of these Terms (When things go wrong – Authorised Push Payment (APP) Scams). You can also check out our website at vip-360.co.uk or phone or email us for further information. The FCA has useful guidance available on its website at www.fca.gov.uk/scamsmart.  

2.2 You should read these Terms carefully because they apply to the use of your R360 eWallet and the Services we can provide you. They are incorporated into each contract which is formed between you and us. They explain: 

(a) how your R360 eWallet works; 

(b) your responsibilities to us; 

(c) our responsibilities to you; 

(d) how and when these Terms can be terminated; and  

(e) the extent of our liability to you.  

If there is anything you do not understand in these Terms or that you do not wish to agree to, please contact us. You should only accept these Terms if you agree to be bound by them. 

2.3 If you are a Charity or a Micro-Enterprise, you will have different rights under clauses 15 (When things go wrong – liability for unauthorised and incorrectly executed Payments), clause 16 (When things go wrong – Authorised Push Payment (“APP”) Scams) and clause 22 (Complaints) of these Terms depending on whether or not you are a Charity or a Micro-Enterprise. 

2.4 Accepting these Terms. You can accept these Terms by: 

(a) ticking the relevant box online; or 

(b) acting like you accept them by sending money to us or entering into FX Contracts or Payment Contracts with us, having been: 

(i) provided with a copy of these Terms by us  via our online platform;  

(ii) directed to the part of our Website where you can access a copy of these Terms; or 

(iii) provided with a summary of the main provisions of these Terms by telephone. We will send you the full set of these Terms as soon as possible after the phone call.  

2.5 Definitions. Please note the following definitions of words and phrases used in these Terms: 

“APP Scam” means Authorised Push Payment Scam and is where a person uses a fraudulent or dishonest act or course of conduct to manipulate, deceive or persuade another person to transfer money from the Payer’s account to another account not controlled by the Payer, where: 

(a) the Beneficiary is not who the Payer intended to pay; or 

(b) the Payment is not for the purpose that the Payer intended.  

“Authorised Persons” means the person(s) authorised by you to enter into Contracts, use the R360 Online Platform and communicate with us on your behalf.  

“Beneficiary” means the person who will receive the money being sent. 

“Beneficiary Account” means the account belonging to the Beneficiary to whom you have instructed us to send money.  

“BIC” means the Bank Identifier Code which identifies banks and financial institutions for international money transfers, 

“Business Day” means any day, 09:00-17:00, other than a Saturday, Sunday or bank holiday in England when R360 and any intermediary bank in London are open for business. 

“Charity” means a body whose annual income is less than £1 million and is: 

(a) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2011 (meaning of “charity”); 

(b) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005; or 

(c) in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008. 

“Confirmation of Payee” is an account name-checking service for UK domestic payments. 

“Contract” means an FX Contract and a Payment Contract.  

“Contract Date” means the date that a Contract is entered into. 

“Cut-Off Time” means 16:00 on a Business Day. If the Payment Order is made after 16:00 on a Business Day or on a non-Business Day, the Payment Order is deemed to be received on the next Business Day. 

“Electronic Money” is an electronic alternative to money. When you send money to your R360 account, we will add the value to your R360 eWallet. The value in your R360 eWallet is referred to as ‘Electronic Money’. This amount is backed by an equivalent amount of money which we hold in safeguarded accounts. 

“EMRs” means the Electronic Money Regulations 2011 as amended from time to time. 

“Force Majeure Event” means an event which is beyond the reasonable control of an affected party including without limitation any market disruption, acts or restraints of government(s) or public or regulatory authorities, war, strikes or other industrial action, fire, flood, natural disaster, explosion, terrorist action, pandemic, the suspension or limitation of trading by any execution venue, or any breakdown, failure, defective performance or malfunction of any technology, telecommunications or data centres or other equipment or systems.  

“FX” means foreign exchange.  

“FX Contract” means a foreign exchange contract between you and us whereby you agree to buy Purchase Monies from us. 

“FX Order” means your electronic request for us to enter into an FX Contract with you. 

“IBAN” means the International Bank Account Number and is a unique identifier for a bank account used to facilitate cross-border payment transactions. 

“Micro-Enterprise” means an enterprise which at the time at which a Contract is entered into, employs fewer than 10 employees and whose annual turnover and/or annual balance sheet total does not exceed £2 million. 

“Money Remittance Payment”  means us sending, on your behalf, an amount of money equivalent to the amount of money: 

you have sent to us, or 

you have purchased from us via an FX Contract, to a Beneficiary Account without this money going through your R360 eWallet. 

“Order” means both a Payment Order and an FX Order. 

“Payer” means: 

(a) a person who holds a Payment Account and initiates (or consents to the initiation) of a Payment Order from that Payment Account; or  

(b) where there is no Payment Account, a person who gives a Payment Order. 

“Payment” means any of the following: 

(a) us sending Electronic Money from your R360 eWallet to a Beneficiary’s R360 eWallet; 

(b) us redeeming your Electronic Money and sending the corresponding funds to a Beneficiary Account which is not an R360 eWallet; and 

(c) a Money Remittance Payment. 

“Payment Contract” means a contract between us and you whereby we commit to executing a Payment on your behalf.  

“Payment Order” means a request to execute a Payment.  

“PSRs” means the Payment Services Regulations 2017 as amended from time to time. 

“Purchase Monies” means the money you agree to purchase from us under an FX Contract. 

“R360 eWallet” means the Electronic Money Payment Account you hold with us. 

“R360 Online Platform” means the online platform available via our website owned and operated by R360 to provide the Services.  

“Sale Monies” means the money payable by you to us in respect of an FX Contract . 

“Services” has the meaning given in clause 2.9. 

“Standard Business Hours” means the hours between 09:00-17:00 on a Business Day as defined above in “Business Day”. 

“Unique Identifiers” means the following details: 

full name and address of the Beneficiary; 

the account details of the Beneficiary and the Beneficiary’s payment service provider which shall be: 

(i) the sort code and account number where the Beneficiary’s payment service provider is located within the UK;  

(ii) the IBAN and SWIFTBIC where the Beneficiary’s payment service provider is located outside the UK. 

“Value Date” means the date agreed in an FX Contract when the Purchase Monies will be credited to your R360 eWallet. 

“Vulnerable Customer” means someone who, due to their personal circumstances or specific characteristics, is at a heightened risk of harm, exploitation, or disadvantage when engaging with products, services, or systems, particularly in sectors like financial services. 

2.7 Interpretation of these Terms: 

(a) “money” – this refers to money as you would normally understand it; 

(b) “you” and “your” in these Terms means you, being the individual(s) that wishes to use our Services and has therefore agreed to these Terms and satisfied our onboarding requirements; 

(c) any references to “in writing”, “written” includes email; 

(d) a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality); 

(e) any words following the words including, include, in particular, for example, or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms; 

(f) unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular; and a reference to one gender shall include a reference to other genders;  

(g) clause, schedule and paragraph headings shall not affect the interpretation of these Terms; 

(h) where words used in these Terms are capitalised, they have a specific meaning. You will find the word and its meaning in clause 2.4. 

2.8 Please also be aware of the following:  

(a) We collaborate with partners who introduce potential customers to us. If you are introduced to us through a partner, we will provide them with transaction information and usually pay them commission. 

(b) We may refuse to open an account for you and may do so without giving any reason. 

(c) These Terms being in force does not oblige us to accept any Orders from you to enter into FX Contracts or Payment Contracts. 

(d) To be eligible for our Services, you must: 

(i) be at least 18 years old and have the mental capacity to agree to these Terms; 

(ii) not be acting on behalf of an undisclosed person or third party;  

(iii) have successfully undergone our verification of identity and due diligence checks as part of our onboarding procedure;  

(iv) make sure that you comply with the laws, regulations and rules of the country you are based if you are located outside the UK; and 

(v) not send or receive money for or in connection with any criminal or illegal activity, source or purpose. 

2.9 Our Services. We may in our absolute discretion provide, or continue to provide the following services to you (together these services will mean the “Services”) in these Terms: 

(a) FX services – we may allow you to purchase money in different currencies from us; and 

(b) Electronic Money services – we may allow you to credit, debit and store Electronic Money and also execute Payments in your R360 eWallet.  

2.10 What is not included in our Services. Our Services do not include the provision of advice. We do not offer advice under these Terms on any matter – this includes (without limit) the merits or otherwise of any currency transactions, on taxation, or markets. From time to time, we may provide you with market information, but we do not provide advice on whether to proceed or not proceed with a transaction and nor do we advise on the timing of any FX Contract. It is up to you to decide whether a particular FX Contract or Payment Contract is suitable for you and your circumstances. 

2.11 Banned activities you cannot use our Services for. You may not use our Services for any illegal activities, including without limitation, unlicensed gambling; firearms and weapons; illegal drugs and substances; counterfeit goods; pornography and adult content; human trafficking and exploitation; unregulated cryptocurrency services; Hawala transactions; Ponzi schemes; illegal immigration services; or sanctioned export or import activities. 

2.12 Restrictions on the use of our Services. It is not permitted to: 

use the Services for any illegal purposes. R360 will report any suspicious activity and cooperate with any relevant regulatory authority or law enforcement agency; 

use the Services to violate any law, statute, regulation or legislation including the purchase or sale, or the facilitation of the purchase or sale of, illegal goods or services;  

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

use the 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; 

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

 provide us with false, misleading or inaccurate information; 

use the Services to engage in debt collection activities; 

 allow any of your R360 eWallets to have a negative balance; 

 breach these Terms or any other agreement or policy that you may have with R360; 

take any action that imposes an unreasonably 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 any anonymizing proxy; use any robot, artificial intelligence (“AI”)  or manual process to monitor or copy our website without our prior written permission; or interfere or attempt to interfere with the Services; 

 take any action that may cause us to lose any of the services from our internet service providers, payment processors and other providers; 

(m) control your or your access to an R360 eWallet that is linked to another R360 account that has or is engaged in any of the banned activities set out in this clause and clause 2.10;  

(n) harass our employees, agents or other users of R360; 

(o) use the Services in a manner that we believe may be a violation of any applicable electronic payment network rules or applicable laws; or 

(p) refuse or fail to provide further information about you or your business activities that we may reasonably request. 

2.13 Actions we may take if you breach the provisions of clauses 2.11 and/or 2.12 If we in our sole discretion believe that you may have breached any provisions of clause 2.10 and/or 2.11, without limiting other rights and remedies available to us, we may in our sole discretion and without limitation: 

(a) close, suspend or restrict your access to the R360 Online Platform and any or all of the Services; 

(b) contact other users of R360 who have transacted with you and your bank;  

(c) warning other users of R360, law enforcement or impacted third parties of your actions;  

(d) take legal action against you; or 

(e) terminate these Terms.  

2.14 If possible, we will give you the relevant information regarding the actions imposed, but we may be unable to do so in accordance with applicable law including avoiding disclosing third party information or interfering in the course of an investigation. 

DURATION AND TERMINATION OF THESE TERMS. 

3.1 Duration of these Terms. These Terms come into effect on the date you accept them and end when they are terminated. 

3.2 Termination of these Terms. 

(a) You can terminate these Terms at any time by emailing us. Please use the contact information in clause 1.3. 

(b) We can terminate these Terms at any time by providing you with 2 (two) months’ notice in writing. 

3.3 Consequences of Termination If these Terms are terminated: 

(a) any individual Contract which is still ‘live’ at the date of termination of these Terms will remain in force and continue to be subject to these Terms until it is completed, closed-out or terminated in accordance with its provisions. In relation to termination of FX Contracts, please refer to clauses 8.12 to 8.15 of these Terms; 

(b) you will not be able to able to enter into new Contracts with us; and 

(c) if you have money in your R360 account, we will deduct any money you owe us. For six years after these Terms are terminated, you will be able to contact us by phone and ask us to return money in your R360 account to you. 

3.4 Changes to these Terms: 

(a) If we make a change to these Terms, we will provide you with at least 2 (two) months’ prior written notice by email or through the R360 Online Platform; or 

(b) In some instances, we may change this Agreement immediately. Notwithstanding clause 3.4(a), changes to this Agreement which do not require two months’ notice or are: 

(i) more favourable to you; 

(ii) required by law; 

(iii) related to the addition of a new service, extra functionality to the existing Service; or 

(iv) changes which neither reduce your rights nor increase your responsibilities may come into effect immediately if they are stated in the change notice. Changes to exchange rates may come into effect immediately without notice and you shall not have the right to object to such a change. 

If you object to the change(s), you can terminate your relationship with R360 immediately by providing notice to us as described in clause 3.2(a) above. 

4. BECOMING AN R360 CLIENT.

4.1 Onboarding – due diligence checks. To become a R360 client, we are required by law to conduct various identity and security checks. Before onboarding you as a client and at various times throughout the duration of these Terms, we may need to: 

(a) obtain from you and retain for our records evidence of the identity of; and/or

(b) conduct an electronic verification checks and/or credit checks via a third party provider on you and/or your directors, officers, shareholders, partners, trustees, beneficiaries, Authorised Persons and/or beneficial owners (as appropriate). 

4.2 Verification of your identity.  

(a) We will verify your identity by asking you to provide information and combination of documents as follows: 

(i) name, address and date of birth; 

(ii) proof of address (utility or bank statement); 

(iii) passport, driving licence or other government issued identification document; 

(iv) selfie with the identification document used with your application; 

(v) valid residence permit if you are a foreign national residing in UK or another country.  

(b) If we are not satisfied with the documentation provided or the results of such checks, we will not be able to accept any requests to enter into Contracts which will mean that any money in your R360 eWallet will be frozen. We shall keep records of the documentation and results of such searches in accordance with our data retention policy.  

4.3 What happens if we are not satisfied with the documentation you provide as evidence of identity or the verification checks? If we are not satisfied with the documentation provided or the results of such checks, we will not be able to accept any requests to enter into Contracts with you which will mean that any money in your R360 eWallet will be frozen. We shall keep records of the documentation and results of such searches in accordance with our data retention policy.  

4.3 Effect on your credit history. You acknowledge that us conducting electronic checks will leave a soft footprint on the relevant individual or entity’s credit history. You warrant that you have obtained the consent of each person which will be subject to such checks prior to accepting these Terms. 

This is recorded on your credit report so that there is a transparent record of who has been viewing your credit history, but does not affect your creditworthiness, 

4.4 Our legal obligations. By law, we must report any suspicions we have, including any suspicions we have about requests received from you to enter into FX Contracts or Payment Contracts, to the regulatory authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation (including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Proceeds of Crime Act 2002) to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from so doing. 

4.5 Our obligations to you. We may at our absolute discretion: 

(a) open a R360 eWallet for you; 

(b) allow you to credit your R360 eWallet; 

(c) grant you and your Authorised Persons access to the R360 Online Platform; and 

(d) make our customer service team available to you. 

4.6 Your obligations to R360. By accepting these Terms, you agree to abide by these Terms which include paying us our fees. Information on our fees is available in the tariffs section of the R360 Online Portal.  

5 SAFEGUARDING – HOW WE LOOK AFTER YOUR MONEY. 

5.1 Protection of your money. Through safeguarding, we protect the amount of Electronic Money you have credited to your R360 eWallet by holding an equivalent amount of money for you in a segregated client fund bank account(s) which is separate from the accounts in which we keep our own money.  

5.2 The purpose of safeguarding. Safeguarding your funds means that, in the unlikely event that we get into financial difficulties, the money which we safeguard: 

(a) will be returned to you less any fees incurred by the person that organizes the safeguarded monies being sent to all our customers; 

(b) will be protected from the claims of our creditors and should be returned to you in full, less the costs incurred by insolvency practitioners in distributing the safeguarded funds. 

5.3 What money do we safeguard? We are legally obliged to safeguard money which is credited to your R360 Payment Account.  

5.4 Segregated bank accounts. We hold separate bank accounts with mainstream banks which only hold client money, not our own money.  

5.5 Your money that is not safeguarded. We cease safeguarding money for you when it becomes subject to a Payment. It becomes our money, and we no longer safeguard the amount deducted. 

6 R360 eWALLET INFORMATION. 

6.1 Your R360 eWallet is your digital Payment Account which you can use to hold Electronic Money in different currencies. The currencies that we offer are available on the R360 Online Platform and change from time to time. Money in your R360 eWallet must be subject to an Order. 

6.2 Your R360 eWallet is different to a bank account. This is because the money in your R360 eWallet: 

(a) is not invested or lent to third parties; 

(b) does not accrue interest; and 

(c) is safeguarded but is not covered by the Financial Services Compensation Scheme.  

6.3 Uses for the money in your R360 eWallet. Once you have Electronic Money in your R360 eWallet, using the R360 Online Platform you can:  

(a) send money to other R360 eWallets; 

(b) send money to bank or digital accounts which are not R360 eWallets; and  

(c) exchange money in your R360 eWallet from one currency to another. 

6.4 Crediting your R360 eWallet. When you send money to your R360 account, we will credit your R360 eWallet with the corresponding amount of Electronic Money once your money has arrived with us in cleared funds. You can check this by viewing your account balances on the R360 Online Platform. 

6.5 You can add money to your R360 eWallet: 

(a) by making a transfer of funds via a bank transfer using the R360 Online Platform; 

(b) [via a debit card]; 

6.6 Someone else can add money to your R360 e-Wallet:   

(a) by transferring Electronic Money from their own R360 eWallet to your R360 eWallet; or 

(b) by way of a bank transfer. Please contact us for the relevant account details for the transfer. Our prior consent is required, and we may request additional information and documentation to facilitate the transfer.   

6.7 Adding money to your R360 eWallet in a currency other than the currency of that R360 eWallet. If you send money to your R360 eWallet in a currency other than the currency of that account, the money will be converted into the currency of your R360 eWallet using our standard exchange rates. We will not be liable for any losses you incur as a result.  

6.8 When we deduct money from your R360 eWallet. We deduct Electronic Money from your R360 eWallet when: 

(a) you send money from your R360 eWallet to another R360 eWallet; 

(b) you send money to another account which is not a R360 eWallet; 

(c) when you owe us money in one currency because you are using it to purchase money in another currency (foreign exchange); and  

(d) you owe us fees – see clause 7 below. 

On the occurrence of any event which entitles us to be compensated by you, we shall be entitled to redeem Electronic Money held in one of your R360 eWallets to pay such compensation. This includes if the balance in one of your R360 eWallets shows that you owe us money for any reason or has a negative balance. In such cases, we may redeem Electronic Money you hold in one of your R360 eWallets which has a positive balance to pay us the compensation or to redress the negative balance in a different R360 eWallet.  

6.9 The currency of your R360 eWallet. We provide multi-currency Electronic Money accounts. Details of the currencies we offer are available on our website. 

6.10     Exchanging money in your R360 eWallet from one currency to another. You can exchange money from one currency to another by following the instructions on the R360 Online Platform. Before you confirm the currency exchange, you will be provided with the Exchange Rate, the amount of money you wish to purchase and the amount of money you wish to sell.  

6.11 R360 exchange rates. We use an exchange rate which is a mark-up on the rate that we obtain from the wholesale currency markets. Accordingly, we make a profit from selling you currency. Our exchange rates are constantly changing with the currency markets. Whilst we issue every quote in good faith, we cannot guarantee that a certain exchange rate will be available to you when you place your Order. 

6.12 Limits on your R360 Account. We reserve the right to impose at our sole discretion account limits on criteria determined by us that do not have to be disclosed. Account limits such as the following might be imposed: 

(a) a maximum balance for each R360 e-Wallet; 

(b) the amount of money you can receive into an R360 eWallet in a single transaction or aggregated transactions; 

(c) the amount of money you can send out of your R360 eWallet in a single or aggregated transaction;  or 

(d) the total amount of payments you can execute from your R360 eWallet(s) in each calendar, day, week, month or year. 

The account limits set out in this clause 6.12 are not fixed and are not exhaustive. If you would like to find out more information, please get in touch using the details in clause 1.3. 

6.13 Sending money to the wrong account. If you send money to the wrong account by mistake when trying to top-up your eWallet, you should contact the financial institution you used to send the money. We do not accept responsibility for this. 

6.14 How long does it take for money to be credited to your R360 eWallet? This depends on the payment method you use. Once your money has arrived with us as cleared funds, we will credit your R360 eWallet. You can check this by viewing your R360 eWallet balances on the R360 Online Platform.  

6.15 Holding money in your R360 eWallet. You can hold money in your R360 eWallet indefinitely. Please note that if you have not used the money in your R360 eWallet for more than two years, we will try to contact you to find out if you want to leave it there, enter into an FX Contract or a Payment Contract (including transferring it to another account).  

6.16 Sending money from your R360 eWallet to another account in your name with a different financial institution. You can send money in your R360 eWallet to an account you hold with another financial institution by executing a Payment on the R360 Online Platform and choosing your bank details as the Beneficiary Account details.  

6.17 Negative balance in your R360 Account.  

(a) We ask that you keep sufficient funds in your R360 account to cover fees. A negative balance may sometimes occur as a result of us deducting our fees from your R360 eWallet. If this occurs, we will ask you to transfer money to your R360 e-Wallet Account to rectify this. You agree to immediately send the required amount of money to correct a negative balance, such amounts being due without the need for prior notification. 

(b) Failure to send us the money within a reasonable period of time shall be deemed a material breach of these Terms.  

6.18 What happens if you do not send us the required amount of money to rectify a negative balance? Failure to send us the money within a reasonable period of time shall be deemed a material breach of these Terms. In addition, we may: 

(a) exercise our right to automatically redeem your Electronic Money in one of your other R360 eWallets in accordance with clause 6.8; 

(b) close or suspend any or all of your R360 accounts; 

(c) report you to any credit reference agencies; 

(d) take debt collection measures including but not limited to instructing a debt collection agency or solicitors to pursue the claim in court. 

7 OUR FEES. 

7.1 Fees that we charge and deduct from your R360 eWallet. 

We deduct fees from your R360 eWallet for the services we provide you, including without limitation: 

(a) every time your R360 eWallet is topped up (credited); 

(b) when you make a Payment; or 

(c) when you owe us fees. 

7.2 What fees do we charge you? 

(a) We charge you fees for the Services we provide. Information on our fees is available in the tariffs section of the R360 Online Platform. You are required to keep enough money in your R360 eWallet for us to deduct any fees or money that you owe us; 

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

7.2 When our fees are deducted. Our fees are debited from your R360 eWallet on a monthly basis in advance for the upcoming fee period which is 30 (thirty) calendar days. 

7.3 When do we deduct the fees? Our fees are debited from your R360 eWallet on a monthly basis in advance for the upcoming fee period which is 30 (thirty) calendar days. 

7.4 Where the amount you owe is in a different currency to the currency of your R360 eWallet. If the amount you owe us is in a currency which 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, but it will be visible in the R360 online platform.     

7.5 Interest payable on overdue sums under these Terms. Interest is payable at 4% above the base rate from time to time of the Bank of England on any outstanding amount from the date after the due date until the date of payment and it will accrue from day to day.  

8 FOREIGN EXCHANGE (“FX”) – GENERAL TERMS.

8.1 Our FX Services. Our FX services allow you to purchase money in different currencies from us by transferring money from an R360 eWallet in one currency to an R360 eWallet in another currency.  

8.2 FX rates. Information on our FX Rates information is available to you on the R360 Online Platform.  

8.3 Placing an FX Order. You can do this on the R360 Online Platform. Once you confirm the FX Order on the platform, an FX Contract will be formed between us and the money will be transferred to the appropriate R360 eWallet.  

8.4 Transferring money from an eWallet in one currency to an eWallet in another currency? You can do this on the R360 Online Platform. Once you have confirmed the Order on the R360 Online Platform, an FX Contract will be formed between us and the money will be transferred to the appropriate R360 eWallet. 

8.5 Refusal of FX Orders. We are under no obligation to exchange money from one currency to another, despite having provided you with an FX rate which we indicated we would accept. 

8.6 If you do not have enough money in the relevant currency in your R360 eWallet at the time you want to exchange money from one currency to another? If this is the case, you will not be able to exchange money from one currency to another. 

9  THE R360 ONLINE PLATFORM AND OUR WEBSITE.

9.1 The R360 Online Platform. The R360 Online Platform allows you to submit Orders and access information in relation to your R360 eWallet. It generally allows you to (among other things): 

(a) exchange money from one currency to another; 

(b) find out our FX rates;  

(c) execute Payments 

(d) view the balance of your R360 eWallets;  

(e) view your online transactions; 

(f) download statements of account; and 

(g) access reconciliation reports. 

9.2 Access and availability of the R360 Online Platform You can access the R360 Online Platform at vip-360.co.uk.  

9.3 R360 Online Platform Availability Our aim is for 24 hour availability seven days a week. However, we cannot guarantee this. We reserve the right to change, suspend or discontinue any aspect of the Services at any time, including hours of operation and availability of the Services or any feature or functionality of the Services, without notice and without liability. For example, we may suspend or stop your use of the R360 Online Platform on reasonable grounds relating to security or suspected unauthorised or fraudulent use. 

9.4 Use of the R360 Online Platform? It can only be used and accessed by you.  

9.5 Website Material The material displayed on our website and the R360 Online Platform are provided without any guarantees, conditions or warranties as to its accuracy. 

9.6 Licenced use of the Online Platform We grant you a non-exclusive, non-transferable, revocable licence, without the right to grant sub-licences, to use the R360 Online Platform for the term of these Terms. 

9.7 Intellectual Property Rights The R360 Online Platform, our website and the content therein and all intellectual property rights pertaining thereto are owned by us or licensed by third parties and all rights, title and interest shall remain ours or the property of such third parties.  

10. MAKING PAYMENTS USING YOUR R360 eWALLET.

10.1 Executing a Payment. You can do this via the R360 Online Platform. If you need to contact us about a Payment Order, you may contact us via the R360 Online Platform. It is extremely important that you check the details of a Payment carefully before you confirm a Payment.  

10.2 Information you need to give us for a Payment to be made. When you make a request to execute a Payment Order to be made via the R360 Online Platform, you will need to fill in all of the requested details, which will include: 

(a) the amount of the Payment;  

(b) the currency of the Payment;  

(c) the name of the Beneficiary. The name of the Beneficiary should be exactly as it appears on that person’s account; 

(d) if the Payment is to a non-R360 eWallet, that account’s sort code and account number; 

(e) if the Payment is to a non-R360 eWallet for international Payments, the account’s BIC and IBAN or account number; and 

(f) any other information we require to facilitate the Payment. 

10.3 Other information needed for international Payments. If the Payment Order is for an international Payment and the payment service provider is located outside the UK: 

(a) you may give us details of your preferred intermediary or routing bank. If you do not provide us with those details, then, we shall use our own intermediary or routing bank; and 

(b) we shall not be liable for any additional costs or losses that you incur by us using our own intermediary or routing bank; and 

(c) you will need to provide us with the account details of the Beneficiary’s payment service provider including the IBAN and SWIFT/BIC. 

10.4 Acceptance of a request to execute a Payment. You will be able to check if a Payment Order has been accepted by us on the R360 Online Platform.  

10.5 Funding of Payments. Payments are made using the money you hold in your R360 eWallet. You must hold enough money in the relevant currency in your R360 eWallet for a Payment Order to be executed. 

10.6 When there is not enough money in your R360 eWallet in the relevant currency at the time a Payment is due to be executed. If this happens, your Payment will not be executed. You must top up your account with enough money to enable the Payment to be executed.  

10.7 Refusal to top-up your R360 eWallet. We may refuse to top up your account if: 

(a) we reasonably believe that the Payment is fraudulent, illegal or unauthorised or related to a prohibited transaction; 

(b) your account is inactive, blocked or terminated; 

(c) the sender has provided incorrect/invalid details for the Payment; and/or  

(d) your account has been restricted and it would breach that restriction.  

11 TIME OF RECEIPT OF REQUESTS TO EXECUTE PAYMENTS. 

11.1 Calculation of the time of receipt of a Payment Order. If we receive the request to execute a Payment: 

(a) before the relevant Cut-off Time on any Business Day, we treat your Payment Order as received on that Business Day;  

(b) after the Cut-off Time or on a non-Business Day, we treat your instructions as if received on the next applicable Business Day.  

12 TIMESCALES FOR PAYMENTS. 

12.1 Length of time it takes a Payment to reach the Beneficiary Account. The Payment Services Regulations 2017 oblige us to tell you the maximum amount of time it should take for money subject to a Payment to be credited to the Beneficiary’s payment service provider. The actual amount of time may be much less.  

13 REFUSAL OF PAYMENT ORDER REQUESTS. 

13.1 Refusals of Payment Orders requests from you. 

We may refuse a Payment Order request and except where it is unlawful for us to do so, we will notify you of the refusal and the reasons for that refusal as soon as practicable.  

13.2 Refusals of Payment Orders requests from you. 

If we refuse a Payment Order request: 

(a) the request to execute a Payment is treated as not having been received for the purposes of clause 11 (Time of Receipt of Payment Orders);  

(b) we may request further information from you to clarify anything that we consider to be unclear or ambiguous; and 

(c) where possible, we will give you details on what to do to rectify any errors which led to our refusal. 

14 CANCELLING A REQUEST TO EXECUTE A PAYMENT.

14.1 Cancellation of a request to execute a Payment.  

(a) You may not cancel or withdraw a request to execute a Payment after it has been received by us. The only exception to this is if you have agreed with us that the Payment is to be made on a specified future date, and we receive notification to cancel your request to execute the Payment prior to the end of the Business Day preceding the specified Payment date. 

(b) Any withdrawal or cancellation of a request to execute a Payment, must be received by us by messaging us through the R360 Online Platform. Please provide us with the relevant transaction number reference when contacting us, where possible. 

14.2 How do you cancel a Payment Order? Any request to withdraw or cancel a Payment Order, in accordance with clause 14.1, must be received by us by messaging us through the R360 Online Platform. Please provide us with the relevant transaction number reference when contacting us, where possible. 

15. WHEN THINGS GO WRONG – LIABILITY FOR UNAUTHORISED AND INCORRECTLY EXECUTED PAYMENTS.

15.1 Payment incorrectly sent to the wrong account and/or without your authorisation.  

(a) If you are a Charity or a Micro-Enterprise: 

(i) money sent by us under a Payment Order has been sent to the wrong account, or did not reach the Beneficiary Account in time or at all in accordance with the timescales set out in clause 12.1; and/or  

(ii) was not authorised by you,  

you must contact us as soon as possible via email or telephone and no later than 13 (thirteen) months from the date of the Payment. 

(b) If you are not a Charity or a Micro-Enterprise, clause 15.1 does not apply. Instead, you must contact us within 3 (three) months of the mistake. 

15.2 Refund eligibility. You might be entitled to a refund where:  

(a) we have sent money to an account other than the account you asked us to send the money to; or   

(b) a Payment has been sent without your authorisation, and you have notified us within 13 (thirteen) months of the relevant Payment having been executed. 

and you have notified us within 13 (thirteen) months of the relevant transaction having been executed. 

15.3 Circumstances when you are not entitled to any refund in accordance with clause 15.2. The exclusions of our liability in this clause 15 apply to our responsibilities for unauthorised Payments, Payments sent to the wrong account, not sent at all or delayed, as follows: 

(a) we will not refund you any money if you have acted fraudulently or have intentionally or carelessly failed to keep your password or your online account safe (unless you told us about this before the Payment was taken from your account); 

(b) we will not issue you a refund if you provided us with the wrong Beneficiary Account details. We will however try to trace the Payment for you. We may charge you a reasonable fee for tracing this Payment;  

(c) We will not issue you a refund and are not liable for: 

(i) a Payment not being credited to a Beneficiary Account on time where we can prove that the Beneficiary’s financial institution received the amount of the Payment on time. In this case, you or the Beneficiary may be able to recover any losses from the Beneficiary’s financial institution; 

(ii) any losses other than the amount in respect of the incorrectly executed or unauthorised Payment or loss of interest as a result of the Beneficiary Account not being credited on time (as the case may be); 

(iii) any losses where you have acted fraudulently or have intentionally or with gross negligence not complied with your obligations under these Terms. 

15.4 Circumstances where you are not entitled to a full refund in accordance with clause 15.2. You will be liable for up to £35 of losses arising from someone other than you being able to access the R360 Online Platform unless one of the circumstances below apply, in which case we are fully liable: 

(a) you could not have known that the R360 Online Platform was at risk of being misused prior to it being misused; 

(b) the Payment happened because someone we are responsible for made a mistake; 

(c) the Payment was taken after you told us that someone knew your password or could gain access to your online account or the R360 Online Platform and if we had acted on this information, this would have prevented your loss; 

(d) we did not give you a way to tell us about the circumstances set out in clause 15.4(c) and if we had done so, this would have prevented your loss;  

(e) the law required us to make you follow certain security procedures when you instructed us to make the Payment via the R360 Online Platform, and we didn’t do this. 

15.5 Circumstances when you are not entitled to any refund. For the avoidance of doubt, you are not entitled to any refund, and you will be liable for all losses: 

(a) if you have acted fraudulently or have, intentionally or with gross negligence, failed to comply with your obligations under clause 17 (Keeping your account secure);  

(b) if we can prove that the Beneficiary’s bank account received the amount of the Payment on time – in this case, you or the Beneficiary may be able to recover any losses from the Beneficiary’s bank;  

(c) where you have directly consented to the execution of the Payment transaction. 

15.6 Timescale for payment of refunds when you are entitled to a refund from us. If you are entitled to a refund from us under this clause 15, we will refund you by the end of the Business Day following the day on which we become aware of the unauthorised or incorrectly executed Payment, unless we suspect fraud and notify the appropriate authorities. If we subsequently believe that you were not entitled to the refund, we have the right to deduct the amount of the refund from any funds on accounts you hold with us and reserve the right to recover the value of the refunded Payment by any other legal means.  

16. WHEN THINGS GO WRONG – AUTHORISED PUSH PAYMENT (“APP”) SCAMS.

16.1 Circumstances where we might reimburse you if you are the victim of an APP Scam.  

Unless we have a reason not to reimburse you set out in clause 16.3, we will reimburse you, if you are so manipulated, deceived or persuaded by another person to execute a Payment using our service, to someone who you did not intend to pay or for a purpose other than what you intended, where all of the following apply: 

(i) you have been the victim of an APP Scam; 

(ii) you are a Micro-Enterprise or a Charity; 

(iii) the money which was the subject of the APP Scam was executed in GBP from your GBP R360 eWallet: 

(i) to a Payment Account which is denominated in GBP and located in the UK and not controlled by you; and 

(ii) via the faster payments system. 

In such circumstances, we will reimburse you the amount of money that you have lost as a result of the APP Scam, up to the maximum cap set out in the FPS Reimbursement Rules, less an excess of £100. 

We will not deduct an excess from the amount we reimburse you if you were a Vulnerable Customer at the time the relevant Payment was executed, and the vulnerability affected your ability to protect yourself from the APP Scam.  

It is extremely important that you are vigilant when instructing Payments. If you have any concerns at all about a Payment you are going to instruct us to execute for you, please contact us before instructing the Payment. For further information please contact us. 

16.2 Reasons NOT to reimburse you for an APP Scam.  

We will not reimburse you under clause 16.1 above, if one of the following circumstances applies: 

(a) we determine that you:  

(i) are a party to the fraud; 

(ii) are claiming fraudulently or dishonestly;  

(iii) are claiming for an amount which is the subject of a civil dispute or other civil legal action, or which was paid for an unlawful purpose; 

(b) the Payment was a Money Remittance Payment. This is because we do not, for Money Remittance Payments, provide you with a Payment Account from which to send money and we are therefore not required to reimburse you; 

(c) the money subject to the Payment is in a currency other than GBP; 

(d) the money subject to the Payment is sent via a method other than via the faster payments scheme; 

(e) the money subject to the Payment is sent to an account located outside of the UK;  

(f) you reported the Payment as being as a result of an APP Scam more than 13 (thirteen) months after the Payment was executed; 

(g) the Payment was executed prior to 7 October 2024; 

(h) where we can demonstrate that you have, as a result of gross negligence, not complied with one or more of the requirements set out in the Consumer Standard of Caution, provided that you were not a Vulnerable Customer and this had a material impact on your ability to comply with the Consumer Standard of Caution.  

16.3 The Consumer Standard of Caution. The Consumer Standard of Caution sets out what is expected of you when you are authorising Payments and dealing with the App Scam claim. The Consumer Standard of Caution requires the following standard of care from you: 

(a) The Requirement to have regard to any intervention made by us (including through the Confirmation of Payee system) and/or any competent national authority (such as the Police or the National Crime Agency); 

(b) The prompt reporting requirement. Upon learning or suspecting that you were the victim of an APP Scam, report it promptly to us; 

(c) The information sharing requirement. You should respond to any reasonable and proportionate requests for information made by us; 

(d) The police reporting requirement. Upon our request, report the scam to the police or consent to us reporting the scam to the police on your behalf. 

16.4 It will be more likely that we can demonstrate that you have been grossly negligent in complying with the Consumer Standard of Caution if: 

1. you proceed with a Payment, despite having been told that the name of the Beneficiary you have provided us with does not match the name on the account of which you have provided us with the sort code and account number; 

1. you rely upon a confirmation that the name of the Beneficiary you have provided us with matches the name on the account you have provided us with the sort code and account number of as proof that you are not the victim of an APP Scam.  

16.5 Actions we may take if we suspect an APP Scam. If we believe or have a suspicion, acting reasonably, or if another financial institution informs us, that money in your R360 eWallet or any other money we have received on your behalf is held (directly or indirectly) as a result of an actual or alleged APP fraud, we shall be entitled to freeze money in any your R360 eWallets, and/or not execute a Payment, and take action against you, as further explained in clause 16.8. 

16.6 Length of time to receive a refund from us if you are entitled to a refund. If you are entitled to a refund from us, as a result of you being the victim of an APP Scam, we will reimburse you within 5 (five) Business Days of you telling us about the APP Scam unless we “stop the clock”. We are entitled to “stop the clock” to gather further information to assess your claim for reimbursement. If we “stop the clock”, we must in any event decide whether your claim is to be reimbursed within 35 (thirty-five) Business Days of you telling us about the APP Scam. If you believe you are entitle to reimbursement under this clause 16, please contact us. 

16.7 Indemnity. You shall indemnify us against all amounts we are required to pay to another financial institution, together with all associated losses, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses), where: 

(a) another financial institution has compensated its customer as a result of that customer claiming to have been the victim of an APP Scam; and 

(b) any money that the relevant customer sent, as part of the APP Scam, was received by us and relates to you (whether or not this money was credited to your Payment Account). 

16.8 We may deduct any monies you owe us in accordance with this clause 16 from your R360 account. In addition, if we terminate any Contract, we may use any monies we hold as a result of that termination to satisfy your obligations under this clause 16. You will owe us the balance of any monies you owe under clause 16 which we cannot obtain through your R360 Payment Account. 

16.9 Checks conducted before we execute a Payment. Yes. We have implemented Confirmation of Payee, for Payments from your R360 GBP account where the Beneficiary Account is located in the UK. This means that when you provide us with new Beneficiary Account details, we will check through the Confirmation of Payee system that the name of the Beneficiary you have provided us with matches the name on the account with the sort code and account number you have given us. You will be provided with four possible outcomes from the Confirmation of Payee system: 

1. Yes, the name and account type you supplied matches the details on the account; 

1. No, the name is a close match; 

1. No, the name does not match the name held on the account; 

1. Unavailable, it has not been possible to check the name because: timeout, account does not exist etc.  

16.10 If the name of the Beneficiary does not match the name on the Beneficiary Account. You should take extreme caution when placing a request to execute a Payment, where the name you have provided us with does not match, exactly or at all, the name on the account with the sort code and account number you have provided us with.  

16.11 If the name of the Beneficiary does match the name on the Beneficiary Account. You should not take the fact that the name you have provided us with matches the name on the account, with the sort code and account number you have provided us with, as an assurance that you are not the subject of an APP Scam.  

If you have any concerns that you might be the victim of an APP Scam, you must contact us prior to executing the Payment. In addition, If you suspect a scam, report it to:  

• the Financial Conduct Authority (“FCA”) – phone the FCA Consumer helpline on 0800 111 6768 or online via www.fca.org.uk  

• Action Fraud on 0300 123 2040 or www.actionfraud.police.uk  

17. KEEPING YOUR ACCOUNT SECURE.

17.1 Your obligations to keep your R360 eWallet safe. You must take all reasonable steps to keep your passwords and your R360 eWallet on the Online Platform safe and to prevent fraudulent use of the Services. This includes: 

1. keeping your access to the R360 Online Platform safe by not writing down or telling anyone your username or password; 

1. logging off the R360 Online Platform every time you leave it whether on a computer (or other device used to gain access to the R360 Online Platform); 

1. always ensuring that neither your username nor password are stored by the browser or cached or otherwise recorded by the computer or other device used to gain access to the R360 Online Platform; 

1. having recognised anti-virus software and firewall on the device(s) you use to gain access to the R360 Online Platform; 

1. using reasonable endeavours to ensure that the e-mail account(s), phone numbers and mobile phone numbers that you provided us with are secure as we might use them to reset Passwords or verify instructions; and 

1. complying with our terms of use for the R360 Online Platform and our website (available online). 

1. Actions you should take if you become aware of a suspected or actual security breach. You must notify us immediately via telephone or email, using the contact details set out in clause 1.3, on becoming aware of a security breach or if you believe the security of your R360 eWallet or the R360 Online Platform has been compromised in any way.  

17.3 Actions we may take where there is suspected or actual unauthorised use of the R360 Online Platform. We may:  

1. stop or suspend your access to the R360 Online Platform if we have reasonable grounds for doing so relating to its security or its suspected or actual unauthorised or fraudulent use. Unless prohibited by applicable law, where possible, we will inform you in advance of our intention to stop or suspend your access to and use of the R360 Online Platform;  

1. delay or not execute a Payment, despite having received a request for a Payment to be executed, when we have established that there are reasonable grounds to suspect that your request for a Payment to be executed, was placed, subsequent to fraud or dishonesty perpetrated by a person other than you. 

1. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS. 

18.1 Your warranties, representations and undertakings to us. You warrant and represent to us (such representations and warranties to be made both on the date you sign these Terms and on the date of each contract that you execute with us) that: 

all information that you supply to us is complete, true, accurate and not misleading in any material respect; 

all sums which you send to us or are sent to us on your behalf (until these monies become due to us or are paid back to you) are and will remain owned by you and you have not created and will not create any charge or other encumbrance over or in respect of such monies; 

you are acting as principal and not as another party’s agent or representative; 

you are not prevented by any legal disability or subject to any law or regulation from performing your obligations under these Terms and any related transactions contemplated by them; and 

 you have all necessary consents and authority to enter into these Terms and subsequent Contracts. 

19. AUTHORISED PERSONS.

19.1 Number of Authorised Persons. You need to have at least one Authorised Person to provide us with Orders and communicate with us on your behalf. You must provide us with the names and contact details of all your Authorised Persons. You can add or remove Authorised Persons by having an Authorised Person contact us.  

1. GENERAL LIMITATION OF LIABILITY. 

1. 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 of any electronic or digital transmission, payment network delay; any accident, emergency, act of god or any abnormal or unforeseen circumstances; 

1. loss of profits, loss of money, contract, opportunity, goodwill or reputation, or any special, consequential or indirect loss or damage arising out of these Terms or otherwise in connection with the Services, however they arise.  

1. bank charges that you may incur in sending funds to or receiving funds from us; 

1. losses as a result of: 

1. a requirement imposed on us by the PSRs or the EMRs or our obligations under the laws of any EEA state or other jurisdiction; 

1. if you provide consent or otherwise grant anyone other than you access to the R360 Online Platform; 

1. as a result of any use of the R360 Online Platform by Authorised Persons; 

1. due to your failure to keep your access to the R360 Online Platform safe. 

20.2 The Services are provided to you solely and exclusively by us. None of our employees assume any personal responsibility to you or any other person, owes you or any other person any personal duty of care nor is liable to you or any other person for any loss arising, directly or indirectly, as a consequence of their own acts or omissions. Accordingly, you agree not to bring a claim against any of our employees personally. This clause does not exclude or limit the liability of us for: 

1. the acts or omissions of any of our employees in the course of our business; or  

1. the acts or omissions of our employees performed within the scope of the employee’s contract of employment. 

20.3 Nothing in these Terms limits or excludes our liability which cannot legally be limited, including death or personal injury caused by our negligence or fraud or fraudulent misrepresentation. 

21. YOUR RESPONSIBILITIES.

21.1 You shall be responsible for all liabilities, financial or otherwise, incurred by R360 or a third party caused by or arising out of your breach of these Terms, your use of the Services, the R360 Online Platform and any use of your R360 eWallet(s). You agree to reimburse R360 or a third party for all and any such liability, to the extent not prohibited by applicable law.  

21.2 You remain liable under these Terms for all fees and other amounts incurred through your use of your R360 eWallet and the R360 Online Platform at any time, irrespective of termination, suspension or closure. You are responsible for any bank charges that you may incur in sending funds to or receiving funds from us. 

21.3 You agree to defend, reimburse and compensate (known as “indemnify”) us, our third party providers, agents and employees against all claims and demands (including legal fees) made or incurred by any third party due to or arising out of your breach of these Terms, breach of any law and/or use of the Services, and any use of your R360 account(s).  

21.4 You are responsible for understanding and complying with 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 relating to import or export activity, taxes or foreign currency transactions.  

21.5 To the extent permitted by applicable law, R360 is not liable, and you agree not to hold R360 responsible for any damages or loss resulting from: 

1. R360 personnel or any other person(s) acting under your authorisation under these Terms and the limitation imposed on them on the R360 Online Platform;  

1. your inability to use the Services; 

1. your failure to keep your access to the R360 Online Platform secure and safe; 

1. delays or disruptions to the Services; 

1. viruses or any other malicious software or code obtained by accessing the R360 Online Portal or any associated site or service; 

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

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

1. a suspension or other action taken in respect of your R360 account; 

1. your requirement to change practices, content or behaviour, or your loss of or inability to do business as a result of changes to these Terms or our policies; 

1. illegal actions and operations of third parties performed using counterfeited and/or illegal documents or illegally received data;  

1. the non-performance of our obligations or the failure to execute any Payment if the execution of the Payment would be illegal; 

1. any delay in fulfilling a Contract caused by or attributed to the late arrival of funds or instruction of Payment relative to the Cut-Off Times of the designated bank or for delays or faults due to the clearing banks, payment networks or banking systems. 

22. COMPLAINTS.

22.1 If you feel that we have not met your expectations in the delivery of our Services or if you think we have made a mistake, please let us know. You may let us know using the contact details provided in clause 1.3. We have internal procedures for handling complaints fairly and promptly in accordance with the Financial Conduct Authority’s requirements. A copy of our complaints procedure is available on our website at vip-360.co.uk.  

1. If: 

1. you are an eligible complainant, which generally means if you are a Micro-Enterprise or a Charity; and;  

1. the complaint falls within the Financial Ombudsman Service’s jurisdiction, 

you may be able to take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response to your complaint. Further information on eligibility criteria and the procedures involved in referring your complaint to the Financial Ombudsman Service are available from http://www.financial-ombudsman.org.uk.  

1. If: 

1. you are not an eligible complainant; 

1. your complaint does not fall within the Financial Ombudsman Service’s jurisdiction; or  

1. you do not wish to refer your complaint to the Financial Ombudsman Service, 

you may refer your complaint to the courts in accordance with clause 26.14 (How will disputes be resolved), should you not be satisfied with our final response. 

1. RECORDING OF CONVERSATIONS AND RECORD KEEPING. 

1. Recording telephone conversations. You agree that we may record telephone conversations between you and us and that we may use such recordings, or transcripts from such recordings, as evidence in any dispute or anticipated dispute. If we make any recording or transcript, we may also destroy them in accordance with our data retention policy. 

1. DATA PROTECTION. 

24.1 Personal data do we process. Details of how we process your personal data are set out in our privacy policy which is available on our website.  

25. CONFIDENTIALITY.

25.1 We undertake to keep your confidential information confidential and shall not, at any time, disclose it to any person except as otherwise permitted in these Terms. 

25.2 We may disclose your confidential information: 

(a) to our employees, officers, representatives or advisers who need to know such information for the purposes conducting our obligations under or in connection with these Terms. We shall ensure that our employees, officers, representatives or advisers to whom we disclose your confidential formation comply with this clause; and 

(b) to the extent such confidential information is required to be disclosed by law, a court of competent jurisdiction or any governmental or regulatory authority;  

(c) the person or organisation which introduced or referred you to us (if applicable), solely as necessary and limited to the purpose of paying such person or organisation an introductory/referral or affiliate fee; 

the banks we use to provide us with banking facilities in the normal course of business; and  

third party suppliers which assist us in our goal to prevent fraud and/or money laundering and/or terrorist financing, on the basis that they are under an obligation no less onerous than the duty of confidentiality contained in these Terms. 

26. GENERAL

26.1 Even if we delay in enforcing under these Terms, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breach of these Terms or any Contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you owe us money and we do not chase you, we can still require you to pay us at a later date. 

26.2 Unexpected events. We shall have no liability to you under these Terms or any Contract if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business by a Force Majeure Events, any other acts, events or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or our default or sub- contractors, provided that you are notified of such an event and its expected duration. 

26.3 If a court finds part of these Terms illegal, the rest will continue in force. Each of the clauses of these Terms operate separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. 

26.4 Entire Agreement. These Terms, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. 

26.5 Other terms that apply. We may publish other terms and conditions or notices from time to time, such as those which may apply more generally to use of our website. You should look for these when visiting our website. 

26.6 We are not partners and neither of us may act as the other’s agent. Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 

26.7 We can make amendments to these Terms. We may amend these Terms by giving you no less than 2 (two) months’ notice in writing.  

In some instances, we may change this Agreement immediately. Notwithstanding clause 3.4(a) and this clause 25.7 above, changes to this Agreement which do not require two months’ notice or are: 

(a) more favourable to you; 

(b) required by law; 

(c) related to the addition of a new service, extra functionality to the existing Service; or 

(d) changes which neither reduce your rights nor increase your responsibilities may come into effect immediately if they are stated in the change notice. Changes to exchange rates may come into effect immediately without notice and you shall not have the right to object to such a change. 

If you object to the proposed amendments, you have the right to terminate these Terms without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate these Terms before the date proposed by us for the entry into force of the changes. If we receive no objection from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. For the avoidance of doubt, the termination of these Terms by any means by you shall not affect any contract nor any rights or obligations that have already arisen at the date of the termination. 

26.8 Obtaining a copy of these Terms or additional information. You may request and we shall provide a copy of these Terms, and any information set out in Schedule 4 of the PSRs, at any time prior to termination of these Terms. 

26.9 R360 may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under any Contract. 

26.10 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing. 

26.11 Nobody else has any rights under these Terms. This contract is between you and us. No other person shall have any rights to enforce any of its Terms. 

26.12 Notices. A notice given to a party under or in connection with these Terms shall: 

(a) be in writing and in English; and  

(b) shall be sent to the other party using the details provided in clause 1. 

26.13 Applicable law. These Terms and any contract to which these Terms apply and any disputes or claims arising out of or in connection with these Terms or any such contract or its or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales. 

26.14 Disputes. Unless you take your complaint to the Financial Ombudsman Service in accordance with clause 22 (Complaints) and the Financial Ombudsman Service is satisfied that your complaint falls within its jurisdiction, the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims) and any contract to which these Terms apply or its subject matter or formation (including non-contractual disputes or claims) or any of the documents to be entered into pursuant to these Terms.