Cookie Policy

TERMS & CONDITIONS FOR PAYMENT ACCOUNT

Introduction
1. Please read these Terms & Conditions carefully because they form the legal agreement between You and Exactly in relation to access and use of Payment Account services.
2. The Terms & Conditions for Payment Account relating to any additional features, services, may require the acceptance of additional Terms & Conditions of use upon ordering or using such additional features, products, and/or services which will be communicated to You prior to Your use of those additional services.
3. If You wish to jump to a particular section of the Terms & Conditions for Payment Account, please select the appropriate link below.
Definitions

In these Terms & Conditions, the following expressions have the following meanings:
1. Business Portal - means the digital platform that is operated and owned by Exactly where You can use different types of services, including but not limited with a Payment Account service that allows You to electronically store, execute and receive payments, provided by Exactly. You can check all outgoing and incoming transactions through the Business Portal. Information will be available to you through the Business Portal until termination and deactivation of your Payment Account.
2. Content: means any and all copyrighted material trademarks, registered trademarks including but not limited to; text, images, audio, video, scripts, code, software, databases, HTML logos and any other form of information capable of being stored on a computer that appears on, or forms part of, the Website owned by Opay Holding Limited.
3. Customer Support team: means Exactly customer service and management department. This department can be reached by e-mail: support@exactly.com set out at https://exactly.com/contacts. If you hold a Payment Account with us, please contact your account manager.
4. E-Money: electronic money as defined in the UK's Electronic Money Regulations 2011, as amended from time to time.
5. Exactly: means the Exactly brand and anything belonging to or associated with Exactly.com , Exactly.net, owned and operated by Opay Holding Limited a company incorporated and registered in England and Wales with company registration number 11921832 whose registered office is at Ground Floor, 4 Victoria Square, St Albans, Hertfordshire, United Kingdom, AL1 3TF and authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (FRN: 901022).
6. FCA: means the Financial Conduct Authority of the United Kingdom; further information on the FCA can be obtained on the FCA’s website at www.fca.org.uk.
7. Fees: means any and all fees and charges levied by Opay Holding Limited for the use of its products and services through Payment Account.
8. Know Your Customer (KYC): means the process by which Exactly verifies Your identity for providing its services
9. Limits: means any limits to which Your Payment Account may be subject from time to time as set out in the dashboard of Your Payment Account.
10. Payment Account: means an electronic money account with a Unique Identifier opened with Exactly.
11. Payment Order - means the payment order to execute payment transaction processed by Exactly for you upon an instruction given by you to us;
12. Privacy Policy: means Exactly privacy policy governing the processing and storing of Your personal data. Please read Exactly privacy policy accessible on the Website for details.
13. Restricted Transactions List - a list of countries and jurisdictions the Exactly expressly prohibits the processing of outgoing and incoming payments all as set out in Schedule 1 of these Terms & Conditions.
14. Sanctions: means any financial or trade sanctions enforced by the United Nations Security Council, the European Union, the UK Government (including, without limitation, Her Majesty’s Treasury), the US Government, (including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury or the US Department of State), or any other relevant sanctions authority.
15. Terms & Conditions: means these Terms & Conditions and any document referred to herein (as amended from time to time).
16. Unique Identifier – a combination of letters, numbers or symbols which the Exactly to You assigns as the payment services user, and by which it uniquely identifies you as the recipient or the payer participating in the payment operations, and/or the account used in the payment operations. The Unique Identifier is the Account number assigned by Exactly according to the standard of the international bank account numbers (IBAN).
17. We/Us/Our: refers to Exactly.
18. Website: means the Exactly website (www.exactly.com) and any subdomains, or social accounts associated officially with Exactly.
19. You/Your/User: means you, the legal person in whose name the Payment Account is opened and maintained.
20. References to any law, statute, legislation, regulation or directive shall include any subsequent amendments.
General
1. Exactly reserves the right to change these Terms & Conditions (including the Fees and Limits) unilaterally from time to time. In such cases, new Terms & Conditions will be notified to you 2(two) months prior to implementation. You will be notified about any such changes by text, by e-mail or by a notification when You access Your Payment Account. You have the right to terminate your Payment Account if the changes to the Terms & Conditions are unacceptable to you by notice to Exactly. Such changes to the Terms & Conditions will be effective 2 (two) months after Exactly has sent notice to You unless You give notice to the Customer Support team to terminate Your Payment Account prior to such changes coming into effect. Your continued use of Your Account will constitute acceptance of the amended Terms & Conditions.
2. By accepting these Terms & Conditions You agree that Exactly is entitled to suspend or terminate Your Payment Account. More information regarding the closure of Your Payment Account is outlined in section 13.
3. Although the Website is accessible worldwide, not all products and services are available to all customers or in all geographic locations. Exactly reserves the right to limit, in Exactly’s sole discretion, the provision of any product or service to any customer or geographic area.
4. Nothing in these Terms & Conditions excludes or restricts Exactly’s liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.
Your Payment Account
1. Your Payment Account is an electronic money account. Opay Holding Limited is the issuer of the electronic money stored in Your Payment Account. You can send, receive, or withdraw electronic payments using Your Payment Account. You can choose and change Your Payment Account’s main currency at any time, except during the time that a payment is being processed.
2. The Payment Account enables You to convert the monetary value of funds to electronic money. Electronic money accounts are not bank accounts and therefore, will not earn any interest. By accepting the Terms & Conditions, You acknowledge that Payment Account and the E-Money stored on it is not covered by the United Kingdom’s Financial Services Compensation Scheme (FSCS). No other compensation scheme exists to cover losses claimed in connection with the Payment Account. Exactly ensures that once it receives Your funds they are held in a segregated account and safeguarded in accordance with the Electronic Money Regulations 2011 and Payment Services Regulations 2017 until they are spent or withdrawn or reimbursed to You. If Opay Holding Limited becomes insolvent, funds that the You loaded on to Your Payment Account will be protected for You against the claims of any creditors of Opay Holding Limited as they are held in a safeguarded account.
3. The balance in Your Payment Account belongs to You as the legal entity registered as the Payment Account holder. You may neither share Your Payment Account nor transfer/delegate Your rights and obligations to a third party except in cases of succession.
4. You can transfer, send, receive or withdraw money into or from Your Payment Account at any time. Depending on Your verification status, country of residence and other factors, You may be required to verify Your identity to increase Your limits for transactions or to access certain products and services.
5. Exactly may refuse to carry out a transaction for reasons including but not limited to insufficient funds, incorrect authentication details provided, expired card/bank account, risk management, suspicion of fraudulent, illegal or doubtful transactions.
Opening Your Payment Account
1. To access Payment Account services, You must first open a Payment Account. As part of the registration process, You will be asked to accept these Terms & Conditions and Our Privacy Policy. By registering a Payment Account, You represent and warrant that such registration does not violate any laws applicable to You including those in Your country of residence and You agree to be fully liable and indemnify Exactly for any loss arising from any such violation.
2. You must provide all the anti-money laundering and know your customer information required by Exactly prior to accessing any of Exactly services. Exactly is unable to open Your Payment Account without this information. Exactly may suspend and/or terminate your Payment Account if it does not receive information from You to meet regulatory requirements.
3. During the process of registering a Payment Account, You agree to only provide information that is accurate and truthful to the best of Your knowledge. You also agree to update that information as soon as practicable when changes occur.
4. Exactly offers one type of Payment Account: Payment Account.
5. Payment Account has one option: an electronic money account with a IBAN payment settlement service that allows You to electronically store, execute and receive payments, provided by Exactly. Your data would be shared with a trusted third party for IBAN to be issued. By accepting these Terms & Conditions and Privacy Policy you hereby consent to share Your data with trusted third parties to issue IBAN for Your use. For more information regarding how Exactly uses and shares Your information, please refer to Exactly Privacy Policy and Payment Account Agreement.
6. The opening of a Payment Account may be subject to additional agreements and documents including but limited to agreement or documents with third parties.
7. We reserve the right to request additional documents from You during the verification process.
8. We reserve the right to suspend or terminate Your Payment Account where You do not provide Exactly with such requested documents within the time frame given to You.
9. You agree to refrain from withdrawing money from or taking any other action in relation to a Payment Account if You are not the named account holder.
10. You agree not to dispute any transactions if You have been negligent in protecting Your Payment Account password and login details, or for reasons where Opay Holding Limited has no liability.
Safety and Security
1. You must take all reasonable steps to protect the security of Your Payment Account. We recommend that You create a secure, strong password that does not contain any details about You that are easily identifiable (e.g. first name, date of birth etc.) and that You do not share Your password with anyone. You are responsible for maintaining the confidentiality of the password and Your Payment Account.
2. We advise against storing any login details or passwords on any device or using any functionality or program that stores these details on any device.
3. You must take all reasonable steps to ensure that Your email and mobile telephone number is secure and only accessed by You, as Your email address may be used to reset passwords or to communicate with You about the security of Your Payment Account.
4. You must take all reasonable steps for protecting Your hardware, software, data and other material against all internet security risks, including, but not limited to viruses and malware.
5. You must notify the Customer Support team as soon as possible if You have any indication or suspicion that Your login credentials, email address or mobile telephone number, payment instrument information or other security features are compromised in any way, or if you suspect that Your Payment Account has been used by anyone other than You. Exactly is not liable for any losses that may occur as a result of Your failure to notify Exactly within 1 hour of suspecting or becoming aware of any loss, theft, misappropriation of such details or unauthorised use or attempted use of Your Account.
6. If Exactly suspects any unauthorised or fraudulent use of Your Payment Account, Exactly may freeze certain transaction options, features or Your entire Payment Account. Exactly may ask You to provide further documentation that verifies Your identity before Exactly reactivates full access to Your Payment Account.
Verifying Your Identity
1. At the time of Your application for a Payment Account, at Your first transaction, or at reaching Limits in the future, Exactly may require You to provide documents confirming Your identity, address and ownership of the funds and their sources.
2. Exactly may perform electronic identity verification checks directly or by using third party verification service providers. By accepting these Terms & Conditions, you consent to Exactly sharing your information with third party verification service providers in order to perform the necessary checks.
3. If Exactly believes at any time that Your information is outdated or inaccurate, Exactly reserves the right to require additional information or documents. Exactly may also require You to go through the verification process again. Your Limits will be adjusted accordingly whilst Exactly verifies Your identity.
4. Exactly may contact You from time to time to notify You of changes to Your Payment Account, request or provide further information. You represent and warrant to keep Your contact information is up to date and make sure that it is not publicly accessible. Exactly shall not be liable for any loss arising out of Your failure to do so.
Adding money to Your Payment Account
1. You can add money to your Payment Account by bank transfer performed by your third party service provider. You must use your Payment Account details stated in the Business Portal.
2. On receipt of the payment amount sent via bank transfer, we will add the equivalent value of E-Money in your Payment Account.
3. We may, at our reasonable discretion (for example, without limitation, to limit fraud or credit risk), impose limits on the amount of money you can receive through the Exactly services. In order to lift your receiving limit, you must provide us with any supplemental information we request.
Outgoing Transactions
1. In order to execute outgoing transaction, you must complete a Payment Order on your Payment Account, available to you via Business Portal.
2. Completion of Payment Order includes but not limited to specifying the following information:
  - the details of the recipient’s payment account opened by a third party service provider;
  - the amount and currency of money you wish to send to the other recipient
3. In order to complete the Payment Order you will need to confirm the details which have been entered by responding to a push notification sent to your mobile by our two-factor authentication system.
4. Completion of Payment Order in accordance with clauses 9.1.-9.3. will result in execution of outgoing transaction from Your Payment Account, where we will redeem E-Money from your Payment Account and transfer the equivalent amount of money to the recipient’s payment account opened by a third party service provider.
5. If You are asked to provide details of the recipient’s means of identification, where applicable, You must take great care to provide the exact details of who You wish to send money to. Exactly uses those details as the unique identifier to determine the intended recipient of the payment.
6. If you think a transaction may have been made incorrectly or is unauthorized, you must inform Exactly as soon as possible. Further provisions relating to erroneous and unauthorised transactions are in section 20.
Incoming Transactions
1. You can receive incoming transactions into your Payment Account, based only on your IBAN, the incoming payments will be credited to the Payment Account. We will display the payment in your Business Portal transaction history.
2. If the incoming transaction does not contain any one or several of the indicators of IBAN or such indicators are unclear or inconsistent, Exactly shall not credit the payment amount to the Payment Account and request the payer to provide clarifications. If the clarifications, which are satisfactory to Exactly, are not received within 10 Business days following the day of the first request, Exactly shall return the payment to the payer. The fee for returning and investigating the payment shall be deducted from the amount of the money to be repaid.
Withdrawing Funds
1. You can withdraw all or part of the funds held in a Payment Account at any time. To do this You must log into the Payment Account, fill out the payment order, and enter the amount to be withdrawn.
2. Where the withdrawing payment is received by the You through the involvement of a payment service provider (where User holds bank account), Exactly shall not be responsible for the withdrawing payment once the User’s payment service provider receives the withdrawn funds.
3. If Your withdrawing request exceeds the current limit and/or does not cover our Fees, in any circumstance to comply with regulations or for the safety of Payment Account, Exactly may decline your request.
4. You must not make a withdrawal to a bank/financial institution account or other payment instrument if You are not the legal holder.
5. You must ensure that the payment details You provide when withdrawing funds are correct and complete. If You have provided Exactly with inaccurate and/or incomplete details, Exactly will not be liable for withdrawn funds being sent to the wrong payment account.
6. Exactly reserves the right to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks before authorising any withdrawal, including in relation to returning any funds to You after You had closed Payment Account.
Your Balance and negative Balances
1. You acknowledge that balances and available funds reported on the Business Portal are only approximate real time balances rather than the settled balances in your Payment Account. A real time balance may not take into account pending debits and credits. Exactly will provide you with information on pending debits and credits as soon as it has that information.
2. If for any reason (including, but not limited to, any technical errors on our behalf or on behalf of our third-party providers) you have a negative balance in your Payment Account, you agree to immediately Top-Up the required amount to correct the negative balance, such amounts being due without the need for previous notification. If you fail to do so:
  - we may exercise our right of set-off in accordance with section 19 (Our Right to Set- Off) of these Terms & Conditions;
  - initiate a chargeback procedure for any specific transaction which led to your Payment Account having a negative balance;
  - take debt collection measures including but not limited to mandating a debt collection agency or solicitors or to pursue the claim in court. We reserve the right to charge you the expenses we reasonably incur in connection with any debt collection or enforcement efforts.
Termination and Deactivation of Your Payment Account
1. You may terminate Your Payment Account by contacting Exactly’s Customer Support team via the Business Portal. The relevant team will start the process based on Your request. This process may take up to 14 working days in the normal course of events and after that, Your Payment Account will be terminated. If Your Payment Account holds a balance at the time of termination, Exactly will request that You withdraw the funds within a reasonable time, during which Your Payment Account will be accessible for withdrawing the remaining balance only.
2. Without prejudice to any rights that have accrued under these Terms & Conditions, or any party’s other rights or remedies, either party may at any time terminate these Terms & Conditions with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of these Terms & Conditions 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; the other party repeatedly breaches any of the terms of these Terms & Conditions 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 & Conditions;
  2. the other party is subject to a bankruptcy, insolvency, winding up or other similar event; and/or
  3. the result of laws, payment scheme rules, 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 & Conditions.
3. Exactly may terminate, deactivate Your Payment Account temporarily or permanently if:
  1. You breach any condition of these Terms & Conditions or any other condition applicable to specific services provided by Exactly covered by separate terms & conditions; or
  2. You violate or Exactly has reason to believe that you are in violation of any law or regulation that is applicable to your use of Exactly services; or
  3. Exactly has reason to believe that You are in any way involved in any fraudulent activity, money laundering, terrorism financing, activity prohibited by Sanctions, tax evasion, or other criminal activity; or
  4. Exactly has reason to believe that another Payment Account provided by Exactly is held by You and/or has been used for any fraudulent activity, money laundering, terrorism financing or other criminal activity; or
  5. You do not log in to or make any transaction within Your Payment Account for at least 1 (one) year.
4. Exactly may terminate Your Payment Account without cause having given you 3 (three) months’ notice of its intention to do so to You. Notices will be provided in accordance with these Terms & Conditions.
5. Exactly may suspend Your Payment Account at any time if:
  1. Exactly reasonably believes that your Payment Account has been compromised or for other security reasons; or
  2. Exactly reasonably suspects Your Payment Account to have been used or is being used without Your authorisation or fraudulently; and Exactly shall notify You either prior to the suspension or, if prior notification is not possible under the circumstances, promptly after the suspension unless Exactly is prohibited by law to notify You.
6. If You want to access Your transaction history after the termination of Your Payment Account please contact the Customer Support Team and request the information in the period ending six years following termination of Your Payment Account.
Accessing Exactly Website
1. Exactly will do its utmost to ensure that availability of Exactly services will be uninterrupted. However, Exactly may from time to time change or restrict access to some or all parts of the Website without prior notice.
2. Exactly cannot guarantee that the Website will meet Your personal requirements, that it will not infringe the rights of third parties, or that it will be secure. Exactly also cannot guarantee that it will be compatible with the software and hardware that You use.
3. The Content on the Website is informative and is not to be construed as providing legal, tax, financial or professional advice. Further information on electronic money and/or payment services should be obtained from professionals or specialists. Exactly is not liable for any indirect or consequential losses including, but not limited to loss of profit, loss of business or reputation.
4. Although Exactly takes reasonable steps to ensure that all details, descriptions, images and prices of its products and/or services appearing on the Website are correct and up-to-date, Exactly does not represent, warrant or guarantee that information on the Website is complete, accurate or up to date.
Intellectual Property Rights
1. The Business Portal and 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 means 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). Exactly intellectual property include "Exactly” and all logos related to the Exactly services. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Exactly. You represent that You will not modify, copy, adjust, alter, amend or use Content without Exactly prior written consent. Reproducing, copying, distributing, selling, renting, sub-licensing, storing, or re-using Exactly Content from the Website requires Exactly express written permission.
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 free to use them as we see fit. You do not need permission to access, view or use the Website in a web browser or similar type of software or application; download from the Website for caching; print or save extracts or complete pages from the Website for non-commercial use.
3. If You choose to download, save or print from the Website or parts of the Website, You must acknowledge Opay Holding Limited as the legal and rightful owner and author.
4. Nothing in these Terms grants you any legal rights in the Business Portal and/or the Website, other than as necessary to enable you to access the Business Portal. You agree not to adjust or try to circumvent or delete any notices contained on the Business Portal (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the Business Portal .
Prohibited Transactions
1. You represent and warrant that You do not and will not use Your Payment Account for any transactions involving money laundering, terrorism financing, fraud, any transaction prohibited by Sanctions, tax evasion, or for any other illegal activities. Exactly reserves the right to check and monitor Your transactions for such activities before and/or after authorising any transaction, this right includes but is not limited to the process of returning Your money after You close Your Payment Account.
2. It is strictly forbidden to send or receive E-Money for the sale or purchase of any illegal products and/or services including but not limited to the products and/or services which are set out in the Restricted Transactions List.
3. Exactly reserves the right, in its sole discretion, to add categories of prohibited transactions to these Terms & Conditions.
4. Customer hereby acknowledges and agrees that transactions involving entities from the industries, countries and jurisdictions listed in the Restricted Transaction list, as maintained by the Exactly, will not be processed through the Exactly Services. Any attempt to make transactions with entities from such restricted countries and jurisdictions is strictly forbidden, and the Exactly reserves the right to refuse, suspend, or terminate any such transaction. The Restricted Transactions list is subject to periodic updates by the Exactly, and Customer is responsible for staying informed about any changes to the list.
5. You represent and warrant that You comply fully with any and all local, national or international laws and/or regulations applicable to You in Your use of the Payment Account. You represent and warrant that You will not use Your Payment Account for any unlawful or fraudulent purpose. This includes but not limited to using Exactly’s Website to send, load, or transmit data that contains a virus or malware in any form, or any code designed to adversely impact computer or mobile phone hardware, software, or data.
6. You represent and warrant that You are not the target or subject of any Sanctions, and are not owned or controlled by, or acting for or on behalf of, any individual or entity that is the target or subject of any Sanctions, and that you will cease to use any services provided by Exactly (and You will notify Exactly of the same) in the event that you do become the target or subject of any Sanctions, or You become owned or controlled by, or start acting for or on behalf of, any individual or entity that is the target or subject of any Sanctions.
7. If any unlawful or fraudulent activity is suspected or identified on Your Payment Account, Exactly reserves the right to terminate Your Payment Account and to report any activity that may violate any law or regulation to the appropriate law enforcement bodies, regulators, or other appropriate third parties.
8. It is not permitted to use your Payment Account to make payments to or to receive payments from persons or entities offering illegal gambling services, including (but not limited to) illegal sports betting, casino games and poker games. We may suspend or terminate your Payment Account at any time or refuse to execute or reverse a transaction if Exactly believes that you directly or indirectly use or have used your Payment Account for or in connection with illegal gambling transactions.
9. In addition to the above prohibitions, payments may only be accepted for commercial use after approval by Exactly.
10. You may not use Exactly services if you are residing in any of the countries of FATF blacklist and other countries mentioned in various sanction lists or in recommendations of regulating authorities against cooperation. This list is not exhaustive and Exactly may decide in its sole discretion to discontinue or restrict Exactly services in other countries at any time and without prior notice. Exactly reserves the right to suspend or terminate Payment Account any time if Exactly reasonably believed to be required to do so by law or in order to comply with recommendations issued by a relevant government authority or recognised body for the prevention of financial crime.
11. If You conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section, Exactly reserves the right to: reverse the transaction; and/or close or suspend Payment Account; and/or report the transaction to the relevant law enforcement agency; and/or claim damages from You; and charge You a fee according to applicable Fees, in case Exactly applies any of the above.
12. You must ensure that you only enter into Exactly 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 an Exactly transaction is not an indication of the legality of the supply or provision of the goods and services.
Fees
1. The fees we charge for the Exactly services are set out in the separate Pricing Schedule to the Payment Account Agreement. We will provide you with notice of any changes to the Pricing Schedule in accordance with these Terms. It is your responsibility to stay informed and review these changes once we have provided you notice of a change to our fees.
2. The fees we charge for any other transactional fees are clearly shown on the Business Portal prior to you completing an action and accepted by you or a user. If You agree to finalise the transaction, the Fees will be deducted immediately.
3. Certain transactions may incur fees from Your bank or third-party financial institution, including but not exclusively, if currency exchange takes place. If any such fees are applied by Your bank, and/or financial institution, Exactly is not responsible for the application of such fees to Your transactions.
4. Exactly Fees may appear as fixed Fees or percentage Fees depending on Your transaction. Fees will be applied to Your current balance. If You do not have enough balance to cover the transaction and the Fees, You will not be able to complete the transaction.
5. All transactions are subject to Your Limits. Your Limits are detailed within the Business Portal . It is Your responsibility to make sure Your Payment Account balance is sufficient to cover Your transactions, including all applicable fees. We reserve the right to suspend your access to your Exactly services if we are not paid any monies owing to use by you on time.
6. No fee shall be charged where You give notice to terminate where You do not agree to any proposed amendments to the Terms & Conditions.
7. 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 Exactly transactions, or for collecting, reporting or remitting any taxes arising from any Exactly transactions. You hereby agree to comply with any and all applicable tax laws in connection with your use of the Exactly services, including without limitation, the reporting and payment of any taxes arising in connection with Exactly transaction made through the Exactly services.
Data Protection
1. The handling of Your data is set out in Exactly Privacy Policy, available to be viewed on the Website. By accepting these Terms & Conditions You also agree to the terms in Exactly Privacy Policy which is appended to these Terms & Conditions. Please retain a copy of the Privacy Policy along with these Terms & Conditions for Your records. Copies of the Terms & Conditions and Privacy Policy may be obtained on the Website or by contacting Customer Support.
2. Exactly reserves the right to transmit the information or personal data about you as well as activity in your Payment Account 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.
3. The UK Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 govern the holding and processing of personal data and therefore, prescribe Your rights and Exactly obligations to protect information received from You.
4. Exactly may use Your information to:
  - Communicate with You and send You notices
  - Work with third party partners when processing transactions requested by You.
  - Allow third party partners to identify or verify the accuracy and correctness of Your information, or when investigating the legality of any data or transactions. By opening Your Payment Account, You are giving Exactly express permission to send You any promotional or commercial emails/newsletters. These emails may include information about new services, features, promotions and deals. If You do not wish to receive such notifications, You can opt out from the ‘account settings’ tab of Your dashboard. You can also opt out of receiving newsletters by contacting the Customer Support Team. Any email newsletter You receive will also give You the option to unsubscribe from any future newsletter.
5. Use of the Website is also governed by Exactly Cookie Policy, available to be viewed on the Website.
Our right to set-off
1. On the happening of any event which entitles us to be compensated by you (including, but not limited to, any technical errors on our behalf or on behalf of our third- party providers), we shall be entitled to recover any sum due to us by retaining part or all of any sum that you have lodged with us under any transaction or otherwise. You shall have no similar right of set-off.
Liability including for Erroneous or Unauthorised Transactions
1. If You notify Us without undue delay and in any event no later than 13 (thirteen) months after the debit date of becoming aware of a transaction which was not executed in accordance with Your instructions (“Incorrect Transaction” or (“Non-executed Transaction”) due to Our gross negligence, You will receive without undue delay a refund of the Incorrect Transaction or Non-executed Transaction including all Fees deducted therefrom and We will restore the balance on Your Payment Account to reflect what it would have been had the Incorrect Transaction or Non- executed Transaction not taken place unless We can prove that We executed the disputed Transaction according to Your instructions and these Terms & Conditions.
2. If due to Our gross negligence We fail to transfer E-Money to You from another customer, which was initiated by another customer under these Terms & Conditions, then upon receipt of notice from the other customer We will make available to You an E-Money transfer with a credit value date for Your Payment Account for the date on which the amount of E-Money would have been dated if the transfer of E-Money had been executed correctly unless We can prove that We executed the disputed transfer under another customer’s instructions and these Terms & Conditions. Upon receipt of Your request We will immediately try to trace the transfer and will notify You of the outcome, free of charge.
3. If You notify Us without undue delay and in any event no later than 13 (thirteen) months after the debit date of becoming aware of the existence of a transaction which due to Our gross negligence was executed late without observing the provisions of these Terms & Conditions (“Late Transaction”), We will ensure that the credit value date for the other customer’s Payment Account is no later than the date on which the amount of E- Money would have been dated/credited if the transaction had been executed correctly.
4. We will refund a transaction, including all Fees and interest deducted therefrom, that We execute without Your authorization under these Terms & Conditions (“Unauthorised Transaction”) and, where applicable, We may restore Your Account to reflect the status it would have been in had the Unauthorised Transaction not taken place by ensuring that the credit value date of Your Account is no later than the date on which the amount of the Unauthorised Transaction was debited from Your Payment Account. In that event We will do so as soon as practically possible and in any event no later than by the end of the following Business Day after You notify Us of the Unauthorised Transaction, if all the following conditions are met:
  1. You notify Us without undue delay and in any event no later than 13 (thirteen) months after the debit date of becoming aware of the existence of the Unauthorised Transaction;
  2. We do not have reasonable grounds to suspect fraud or some other criminal offence and We have not communicated those grounds to the relevant government authority or recognised crime-prevention body;
  3. the Unauthorised Transaction has not arisen from Your failure through intent or gross negligence to keep Your login details or other security credentials of Your Account safe and secure under these Terms & Conditions;
  4. none of the circumstances set forth in Section 20.5 of these Terms & Conditions occurred.
5. You will bear all losses relating to any Unauthorised Transaction executed by Us, if:
  1. You acted fraudulently;
  2. You failed intentionally or due to Your intent or gross negligence to keep Your login details or other security credentials of Your Payment Account safe and secure;
  3. We executed the transaction before receiving Your notification that You have an indication or suspicion that Your login details or other security credentials of Your Payment Account are lost, stolen, misappropriated, used or attempted to be used without authorisation, or otherwise compromised without Your authority, as provided for in these Terms & Conditions.
6. If an Unauthorised Transaction arises from use of lost or stolen login details or from misappropriation of Your login details or other security credentials of Your Payment Account, You may be liable up to a maximum of EUR 35 for losses incurred with respect to a specific Unauthorised Transaction except in any case under Section 20.4 of these Terms & Conditions listing circumstances when You are fully liable Yourself for an Unauthorized Transaction.
7. If We later find that You are not entitled to a refund under Section 20.4 of these Terms & Conditions, We will debit from Your Account the amount We refunded and any Fees You owe Us.
8. If You provide an incorrect unique identifier (namely, the recipient’s e-mail address) in the payment order of a transaction, We are not liable for non- execution or defective execution of the transaction. However, We will do Our best to recover the E-Money involved in the transaction. If We are not able to recover the E- Money involved in the transaction, upon receipt of Your written request sent by e-mail to Our Customer Support team, We will let You have relevant information in Our possession and necessary for You to file a legal claim to recover the E-Money involved in the transaction. However, We will let You have data and information only where it is fair and lawful to do so. We may charge You a Fee for doing so.
9. If an Incorrect Transaction, Late Transaction or Non-executed Transaction occurs, then and upon receipt of Your request We will assist in tracing the Incorrect Transaction, Late Transaction or Non- executed Transaction and will notify You of the outcome, free of charge.
10. In no event will We, Our employees, affiliates, subsidiaries, agents or subcontractors be held liable or responsible in any way to You or a third party for indirect, special, consequential, punitive or incidental damages, loss of opportunity, loss of profits, loss of use of data, interruption of business, and/or loss of reputation, whether based on negligence, wilful misconduct, tort (non- contractual liability), contract (including without limitation fundamental breach or breach of a fundamental term) or any other theory of law. We will not be liable or responsible in any way for losses arising from Our compliance with legal and regulatory requirements. We will not be liable for assessing or paying taxes, duties or other charges that arise from the underlying Transactions between You and Users.
11. You are fully responsible for goods or services bought or sold by You that are settled through Your use of our services. We disclaim liability and We will not be held liable or responsible at all for the quality, safety, legality or delivery of goods sold to You or purchased by You or services received or provided by You in return for E-Money paid for through Your Account, including charges, taxes or other duties in relation to goods or services, nor do We provide a warranty or guarantee for those goods and services.
12. You agree to indemnify Us, Our employees, affiliates, subsidiaries, agents and subcontractors from and against claims brought by third parties including merchants against Us, Our employees, affiliates, subsidiaries, agents or subcontractors relating to Your use of Your Account with respect to claims, losses, damages, expenses and liabilities suffered or incurred by Us, Our employees, affiliates, subsidiaries, agents or subcontractors as a result of Your breach of these Terms & Conditions or any applicable law.
13. We do not undertake and We do not have any liability for the actions of any third party, except to the extent it may not be excluded under the relevant applicable law.
14. This clause 20 shall remain in effect even if the agreement between Exactly and You is terminated.
Notice and Communications with Exactly
1. You agree and consent to electronic receipt of all Communications that we provide in connection with the Exactly Services. We will provide Communications to you by making them available on the Business Portal or by emailing them to you at the primary email address listed in your Payment Account.
2. It is your responsibility to ensure that you log onto the Business Portal regularly and regularly review the Business Portal , the Website and your primary email address and open and review communications that we deliver to you through those means. You are obligated to review your notices and Exactly transaction history, and to promptly report any questions, apparent errors, or unauthorised Exactly transactions. Failure to contact us in a timely manner may result in loss of funds or important rights.
3. We may contact you from time to time to notify you of changes or information regarding your Payment Account. It is your responsibility to ensure you regularly check the Business Portal and that your contact information stored on your profile in the Business Portal is up to date.
4. Exactly will not send You any emails, messages, or notifications asking for Your Exactly password. If You are unsure whether a communication originates from Exactly, please contact the Customer Support Team.
Complaints
1. We take all complaints seriously. Any complaints about us or the services we provide should be communicated to Exactly in a timely manner by contacting the Customer Support team at our website: https://exactly.com/complaints. 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.
2. Exactly investigate the complaint, and You will get a response by email in accordance with the provisions of these Terms & Conditions and Exactly complaints policy available on our website: https://exactly.com/complaints-policy.
3. If Exactly is unable to resolve such complaint to Your satisfaction, You may be able to complain to the UK’s Financial Ombudsman Service (“FOS”) who offers a free complaints resolution service to individuals, micro-enterprises, small charities and trustees of small trusts. The FOS can be contacted:
  1. On Monday to Friday from 8am to 8pm (UK time) and on Saturday from 9am to 1pm (UK time), by telephone on 0300 123 9123 (from inside the UK) or +44 20 7964 0500 from other countries; or
  2. By post at Exchange Tower, Harbour Exchange Square, London E14 9SR; or
  3. By email to: complaint.info@financial-ombudsman.org.uk;
  4. By text on 07860 027 586 and they will call back.
4. The FOS is available in a number of languages and can introduce You to a translator if required. Up to date contact details and other information on the FOS can be found at www.financial–ombudsman.org.uk.
No warranty
1. The Exactly services are provided on an "as is," "as available" basis and without any representation or warranty, whether express, implied or statutory. Exactly, and the officers, directors, agents, joint venturers, employees and suppliers of Exactly, make no representation or warranty of any kind whatsoever for the services or the content, materials, information and functions made accessible by the Exactly services used on or accessed through the Exactly services, or for any breach of security associated with the transmission of sensitive information through the Exactly services.
2. Exactly does not warrant that the Exactly services will be uninterrupted or error free. Exactly 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 Exactly transactions or the Exactly services.
3. Exactly does not have any control over the products or services that are paid for using the Exactly services.
4. Exactly is not responsible for the quality, performance, or any consequential results of the products and/or services purchased using the Exactly services.
Applicable law
1. These Terms & Conditions shall be governed by and construed in accordance with the laws of England and Wales.
2. Any disputes or claims (including non-contractual disputes) arising out of or in connection with these Terms & Conditions or the relationship between You and Exactly is subject to the exclusive jurisdiction of the English courts.
3. Exactly does not recognise any individual(s) other than the owner of the Payment Account or the persons associated as rights holders under the merchant Accounts to have any rights under these Terms & Conditions. Any third-party rights under The Contracts (Rights of Third Parties) Act of 1999 are expressly excluded.
4. The E- Money in your Payment Account belongs to the legal entity which is registered as the Payment Account holder. We recognise only the rights of the holder of the Payment Account. You cannot assign or transfer legal ownership of the Payment Account to anyone. You must notify Exactly of any new direct or indirect beneficial owner of 25% or more of You upon which Exactly may request additional information from You in line with section 7.3.
5. Should any part of these Terms & Conditions become incompatible with any laws or regulations by a court of law, and if the court of law should determine such clauses to be invalid or unlawful, this will only apply to the affected part of the Terms & Conditions. Such a declaration will not make the entirety of these Terms & Conditions unenforceable.
6. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent Exactly from exercising that right in the future.

SCHEDULE 1: RESTRICTED TRANSACTIONS LIST

Customers are prohibited from engaging in any activities that involve:

Alcohol sale;
Any fake, or counterfeit government ID’s, Visas, State-issued Licenses;
Any goods or services that infringe on the intellectual property rights of third parties;
Illegal File Sharing;
Firearms and weapons (including without limitation, knives, ammunition, guns and anything that can be defined as a weapon or firearm);
Material which incites or promote violence, hatred, prejudice or racism;
Pornography, adult material/content;
Prepaid or other stored value cards that are not associated with a particular merchant and/or are not limited to purchases of particular products or services;
Prescription drugs, illegal drugs, drugs (including steroids, health supplements);
Pyramid or Ponzi scheme products or third-party payment processing or payment aggregation products, multi-level marketing and other “get- rich quick” schemes or high yield investment programs;
Satellite and cable TV descramblers;
Shell Banks;
Tobacco products (including electronic cigarettes and e-liquid);
Timeshares or property reservation payments;
Illegal gambling services of any type;
Unregistered charity services/ Non- Governmental Organizations;
Unregulated Forex Brokers.

The Customer acknowledges and agrees that transactions involving entities from the countries and jurisdictions listed bellow will not be processed through the Exactly Services. The Exactly reserves the right to update, modify, or amend this list as deemed necessary, and it is the responsibility of the Customer to stay informed about any changes or updates to the list.

Abkhazia, Afghanistan, Akrotiri and Dhekelia, Aland Islands, Albania, Algeria, Angola, Anguilla, Antarctica, Antigua and Barbuda, Argentina, Armenia, Arsakh, Aruba, Ashmore and Cartier islands, Azerbaijan, Bahamas, Bangladesh, Barbados, Belarus, Belize, Benin, Bermuda, Bhutan, Bolivia, Bonaire, Bosnia and Herzegovina, Bouvet islands, Brazil, British Indian Ocean Territory, British Virgin Islands, Brunei, Bulgaria, Burkina Faso, Burundi, Cambodia, Cameroon, Canary Islands, Cape Verde, Caribbean Netherlands, Cayman Islands, Central African Republic, Ceuta, Chad, Christmas Island, Clipperton Islands, Cocos (Keeling) Island, Colombia, Comoros, Congo, Congo (Democratic Republic of), Cook Islands, Coral Sea Islands, Crimea, Croatia, Cuba, Curacao, Djibouti, Dominica, Eastern Island, Ecuador, Egypt, El Salvador, Equatorial Guinea, Eritrea, Eswatini, Ethiopia, Falkland Islands, Faroe Islands, Federated States of Micronesia, Fiji, French Guiana, French Polynesia, French Southern Territories, Gabon, Gambia, Georgia, Ghana, Gibraltar, Greenland, Grenada, Guadeloupe, Guam, Guatemala, Guernsey, Guinea, Guinea Bissau, Guyana, Haiti, Hawaii, Heard Islands and McDonalds Islands, Honduras, Hong Kong SAR (China), India, Indonesia, Iran, Iraq, Isle of Man, Ivory Coast (Côte d'Ivoire), Jamaica, Jersey, Jordan, Kazakhstan, Kenya, Kiribati, Kosovo, Kyrgyzstan, Laos, Lebanon, Lesotho, Liberia, Libya, Madagascar, Madeira, Malawi, Maldives, Mali, Marshall Islands, Martinique, Mauritania, Mauritius, Mayotte, Melilla, Mexico, Moldova, Monaco, Mongolia, Montserrat (brit), Morocco, Mozambique, Myanmar, Nauru, Nepal, New Caledonia, Nicaragua, Niger (The), Nigeria, Niue, non-government controlled Ukrainian territory, Norfolk Island, North Korea (Republic of), Northern Mariana Islands, Nvassa island, Pakistan, Palau, Palestinian Territory, Panama, Papua, Papua New Guinea, Paraguay, Peru, Philippines, Pitcairn (brit), Puerto Rico, Reunion, Russia, S. Georgia & S. Sandwich Isl, Saba, Saint Barthelemy, Saint Helena, Ascension and Tristan da Cunha, Saint Kitts and Nevis, Saint Lucie, Saint Martin, Saint Pierre and Miquelon, Samoa, San Marino, Sao Tome and Principe, Senegal, Seychelles, Sierra Leone, Sint Eustatius, Sint Maarten, Solomon Island, Somalia, South Africa, South Ossetia, South Sudan, Sri Lanka, St. Vincent and The Grenadines, Sudan, Surinam, Svalbard and Jan Mayen (Norway), Syria, Tajikistan, Tanzania, Thailand, Timor-Leste, Togo, Tokelau Island (New Zealand), Tonga, Transnistria, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Turks & Caicos Islands, Tuvalu, Uganda, Ukraine, United Arabic Emirates, US Minor Outlying Islands, US Virgin Islands, Uzbekistan, Vanuatu, Vatican City State, Venezuela, Vietnam, Wake Island, Wallis and Futuna (France), West Papua, Western Sahara, Yemen, Zambia, Zimbabwe.

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Terms & conditions for payment account