TERMS AND CONDITIONS FOR MULTI-CURRENCY CORPORATE CARDS

You are a legal person (Corporate Customer, you, your) who wishes to use Cards for business purposes and to allow individuals nominated by you to be provided with a Card so they can use the Card acting on your behalf.  

You have an Account operated by the Account Provider, Finseta Payment Solutions Limited.  Your Card is issued by PSI-Pay Limited (PSI-Pay, we, us, our).  PSI-Pay is a principal member of the Card Scheme and is permitted to issue debit and prepaid cards to corporate customers which can be used as multi-currency cards.  PSI-Pay is also  an Electronic Money Institution (EMI) authorised and supervised by the Financial Conduct Authority (FCA) in the United Kingdom for the issuance of electronic money and the provision of payment services.

PSI-Pay and the Corporate Customer each have an independent relationship with the Account Provider.  The services provided by the Account Provider to the Corporate Customer include the provision and operation of the Account which holds funds in different currencies and which can be used to make payment transactions.  PSI-Pay has a relationship with the Account Provider under which PSI-Pay agrees to issue Cards to Corporate Customers to enable Corporate Customers to make payments from their Account with a Card subject to the Corporate Customer agreeing to these Terms.  This is also called a ‘settlement only’ relationship.

1. THESE TERMS AND CONDITIONS

1.1 Capitalised terms used to define certain things in these Terms have the meanings set out in clause 3 or in the introductory section above.

1.2 You must read these Terms carefully before agreeing to them as they set out the basis of the relationship between you and PSI-Pay, including our respective responsibilities to each other and how the relationship between PSI-Pay and you intersects with the relationship between you and the Account Provider.  If there are any terms you do not understand or do not wish to agree to, please contact us.  You should only complete the sign-on procedures and agree to these Terms if you agree to be bound by them.  You can request a copy of these Terms from us at any time while these Terms are in force.

1.3 As you are allowing Cardholders to use Cards acting on your behalf, it is your responsibility to ensure each Cardholder is aware of these Terms and uses any Card acting on your behalf in accordance with these Terms.  You are solely responsible and liable for the use of any Card by a Cardholder so it is important you ensure Cardholders familiarise themselves with and adhere to these Terms. 

1.4 The Account Provider is an authorised financial institution which is permitted to hold funds and operate an account for you.  The services the Account Provider provides to you are covered by the Account Provider Agreement which is separate to and independent from these Terms.  The Account Provider has the primary relationship with you with respect to the Account, and will be the first point of contact for you regarding your Account and any Card issued in relation to your Account.  

1.5 You agree to these Terms by registering to use the Card Services through the Account Provider.  Once you have set up an Account and entered into the Account Provider Agreement, you will be able to apply to use the Card Services.  Before you can use the Card Services, you must agree to these Terms.  These Terms can only take effect and you can only use the Card Services if you have already agreed to be bound by the Account Provider Terms as the Card Services can only be used in conjunction with the Account Provider Services.

1.6 You will be bound by these Terms once you have agreed to them and these Terms shall remain in force until terminated in accordance with the provisions of these Terms (see clause 10 below).  

2. INFORMATION ABOUT PSI-PAY, HOW TO CONTACT US AND HOW WE WILL CONTACT YOU

2.1 PSI-Pay is an FCA-authorised EMI with FCA Firm Reference Number 900011.  Our registered office is at Afon Building, Worthing Road, Horsham, West Sussex, RH12 1TL, United Kingdom (company number: 05899168).  PSI-Pay is also a principal member of Mastercard International Inc. and permitted to issue Mastercard International Inc. payment cards.

2.2 These Terms are prepared in the English language and we will always communicate with you in English.

2.3 If you have any queries, issues or complaints related to your Account and/or any Card, you must contact the Account Provider.  The Account Provider is your point of contact relating to the Account and any issues arising out of the Account, including any transactions made using a Card.  The contact details of the Account Provider will be set out in the Account Provider Agreement.  If the issue relates to a Card or the Card Services, the Account Provider will attempt to resolve the issue on its own and our behalf.  

2.4 If we have to contact you, we will do so, in the first instance, via the Account Provider except in urgent cases.  If we have not been able to contact you through the Account Provider, or if the matter is urgent, we will contact you by writing to you at the email address you provided when agreeing to these Terms or by using any other contact details you have provided to us or have used in communications with us or with the Account Provider.

3. DEFINED TERMS AND INTERPRETATION

3.1 The definitions set out below apply to these Terms:

3.2 These Terms should be interpreted taking into account the following provisions:

(a) where these Terms refer to ‘you’ performing an action under these Terms it should be interpreted as meaning the Corporate Customer or any Cardholder acting on the Corporate Customer’s behalf;

(b) when we use the words ‘writing’ or ‘written’ in these Terms, this includes emails; 

(c) where the words ‘includes’, ‘including’ or ‘in particular’ are used in these Terms, they are deemed to have the words ‘without limitation’ following them and, where the context permits, the words ‘other’ or ‘otherwise’ are illustrative and shall not limit the words preceding them;

(d) words in the singular include the plural and vice versa and words in one gender include any other gender;

(e) where it states that PSI-Pay ‘may’ do something, this should be understood as meaning PSI-Pay is not required to do that thing;

(f) any obligation in these Terms on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done;

(g) any reference in these Terms to any terms, documents, Applicable Law or Account Provider Terms are to those items as they may be amended, supplemented or replaced from time to time.  All references to documents hyperlinked in these Terms are references to those hyperlinked documents as they may be updated or replaced; 

(h) a reference to a party includes its successors in title and permitted assigns;

(i) the section headings in these Terms are for convenience only and have no interpretative value.

4. ELIGIBILITY TO USE THE CARD SERVICES AND ESTABLISHING YOUR IDENTITY

4.1 In order to use the Account Services and the Card Services you must comply with the eligibility criteria.  The eligibility criteria is set out in the Account Provider Agreement and may include eligibility criteria for individual Cardholders using Cards on your behalf.

4.2 We may stop providing the Card Services and/or cancel any Card if we believe you (or a Cardholder) is not eligible to use the Card Services and/or a Card, or we are instructed to do so by the Account Provider on eligibility grounds. 

4.3 The Account Provider will undertake CDD on you on its own behalf and on behalf of PSI-Pay in accordance with Applicable Law.  The CDD must be successfully completed before you can start using the Account Provider Services and the Card Services.  You acknowledge and agree that the Account Provider may share all information and documentation provided by you to the Account Provider relating to CDD with us.  

4.4 In providing you with the Card Services, we are obliged to comply with Applicable Law relating to anti-money laundering and counter-terrorist financing, including the MLRs.  As well as CDD, this also includes sanctions and politically exposed persons checking, transaction monitoring, ongoing due diligence and reporting suspicious activity to Regulators.  We may perform these functions, or the Account Provider may do so acting on our behalf.  This may affect our relationship with respect to confidentiality.  If we are required under Applicable Law to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so. 

4.5 Although Cardholders are not payment service users for the purpose of these Terms, we or the Account Provider acting on our behalf may undertake CDD or other checks on the Cardholders and Card transactions they make on your behalf, in order to comply with Applicable Law.  

5. THE CARD SERVICES

5.1 The Card Services involve the issuance of Cards to you and enabling transactions made with a Card to be executed.  The Card Services are enabled through PSI-Pay’s membership with the Card Scheme. 

5.2 The Cards issued to you will be linked to your Account and can only be used in conjunction with your Account.  

5.3 We shall provide you only with the Card Services.  The Account Provider shall provide you with the Account Provider Services.  For the avoidance of doubt, the Account Provider Agreement constitutes the framework contract between the payment services provider and payment service user relating to the Account, the Account Services and all payment transactions made to and from the Account (including Card transactions), which shall include all the information required under Applicable Law.  These Terms therefore do not describe the provision of Account Provider Services, for which you shall refer to the Account Provider Agreement.  

5.4 PSI-Pay does not hold any funds or issue any electronic money to you in relation to your Card. PSI-Pay only comes into possession of funds when it is settling funds to the Card Scheme for transactions you have made using a Card.  These funds are the Account Provider’s liability to PSI-Pay.  The Account Provider holds your funds and is responsible for holding your funds in accordance with Applicable Law, including the safeguarding of funds in your Account.

5.5 In consideration of you receiving the benefit of the Card Services, you will pay the Fees as set out in the Fees Table.  

6. USING THE CARDS 

The relationship between PSI-Pay, the Corporate Customer and the Cardholder 

6.1 PSI-Pay does not have a legal relationship with the Cardholder, even though the Cardholder may be using the Card.  PSI-Pay has a legal relationship with the Corporate Customer and any responsibilities and liabilities owed to PSI-Pay under these Terms will sit with the Corporate Customer, even if the responsibility is performed by a Cardholder on the Corporate Customer’s behalf or the liability is created by the Cardholder acting on the Corporate Customer’s behalf.

6.2 It is the Corporate Customer’s responsibility to ensure each Cardholder is aware of and agrees to adhere to these Terms when it uses a Card on behalf of the Corporate Customer.

Ordering Cards

6.3 Before you can start using the Card Services, you will need to order a Card.  All Card orders must be made through the Account Provider.  For details of how to place Card orders, please refer to the Account Provider Agreement.  All Card orders will be fulfilled by the Account Provider, including any personalisation of Cards and despatch to the Corporate Customer and/or any Cardholder.  PSI-Pay has no responsibility or liability for such fulfilment. 

Loading Cards and redemption

6.4 The way in which the Corporate Customer can load funds onto individual Cards, and how this operates with respect to the Account and the multi-currency functionality of the Account, including how funds can be loaded and by whom, is determined and administered by the Account Provider and forms part of the Account Provider Services.  The Corporate Customer must refer to the Account Provider Agreement for details of this.

6.5 When a Card is successfully used to make a Card transaction, this will involve the redemption of funds from the Account.  For other provisions relating to the redemption of funds from the Account, the Corporate Customer must refer to the Account Provider Agreement.

Security of the Cards

6.6 The Account Provider will provide you with all security details related to your Card (including your PIN).  You must keep these security details safe and ensure Cardholders do the same.  The Account Provider Agreement will set out the details of:

(a) how the security details are provided;

(b) the steps you have to take to keep the security details safe;

(c) what to do if the security details are compromised or otherwise lost, stolen, misappropriated or misused.

You should read the Account Provider Agreement carefully to ensure you understand your obligations and those of any Cardholders using a Card on your behalf with respect to the security details and the security of each Card.  PSI-Pay has no liability or responsibility to you with respect to the security details for any Card, or any failure by you or a Cardholder to adhere to any requirements related to Card security details set out in the Account Provider Agreement or otherwise.

Using the Cards

6.7 You may be able to agree specific usage parameters related to the Cards with the Account Provider.  If you do so, that will be subject to the Account Provider Agreement, and we will enable you to use the Cards in accordance with the parameters that have been agreed. 

6.8 Each Card can be used to pay for goods and services from retailers who are permitted to accept Cards enabled by the Card Scheme.  You can use the Card for full or part payment for your purchase, but in the case of part payment this is only possible if permitted by the retailer and you will be required to pay the outstanding amount of the purchase by an alternative means.

6.9 You will only be able to withdraw cash from an ATM or at a specific retailer if this functionality has been agreed with the Account Provider. 

6.10 If your Card is a virtual Card you will need to activate it before you can use it.  You should refer to the Account Provider Agreement for information on how to activate a virtual Card.

6.11 There must always be sufficient available funds in your Account to cover the amount of any Card transaction and, if applicable, any Fees related to the Card transaction.  If there are insufficient funds, the Card transaction will be declined.  There are circumstances where Card Scheme rules mean that a Card can go into a negative balance.  Neither PSI-Pay nor the Account Provider can stop these transactions from being processed.  Where this occurs, you agree to make good any shortfall immediately. 

6.12 You must not use the Card for any prohibited types of transactions or any illegal purposes.  For any specific prohibitions you should refer to the Account Provider Agreement.  

6.13 PSI-Pay and/or the Account Provider may, at any time, stop, suspend or restrict a Card or refuse to execute a Card transaction if: (i) we are concerned about the security of or access to the Card; (ii) we suspect the Card is being used in an unauthorised or fraudulent manner; (iii) executing the Card transaction would breach any Card Limit; (iv) there are insufficient available funds to cover the amount of the Card transaction and any applicable Fees; (v) we have reasonable grounds to believe you are not complying with these Terms; and/or (vi) we have reasonable grounds to believe that continued use of the Card may cause us to breach Applicable Law or Card Scheme rules or other duty applicable to us or might expose us to claims from third parties or damage our reputation. 

6.14 For information about communications relating to the stopping, suspending or restricting of any Card or any refusal to execute a Card transaction, please refer to the Account Provider Agreement. 

Authorising Card transactions

6.15 The details of how you and/or any Cardholder authorises and consents to a Card transaction is determined by the Account Provider.  This may include: (i) what you have to do to authorise and consent to Card transactions (such as in person transactions, online transactions etc); (ii) whether it is possible to authorise recurring transactions to be made from a Card and, if so, how to do this.  You should refer to the Account Provider Agreement for more information on this.

6.16 Each Card transaction will be executed by the Account Provider in accordance with the provisions of the Account Provider Agreement.  You should refer to the Account Provider Agreement for more details on when each Card transaction will be executed, how and if you may withdraw your consent to a Card transaction and how long each Card transaction will take to be executed.  

Using the multi-currency functionality of Cards

6.17 Each Card has multi-currency functionality.  This means that, as long as there is a balance held in the Account in the currency of a Card transaction, that Card transaction will be processed as a domestic transaction meaning no foreign exchange fees or currency conversion will be applied.  

6.18 The base currency of the Account and each Card will be pounds sterling.  The operation of the multi-currency capability of the Account is the responsibility of the Account Provider, including: (i) the range of currencies that can be held in the Account; (ii) the way currency conversions can be made between the different available currencies; and (iii) how these currency conversions work.  You should refer to the Account Provider Agreement for all the provisions relating to this.   

6.19 If you attempt to make a Card transaction in a currency but there is not sufficient balance in the Account in that currency to fulfil the Card transaction, but there is sufficient balance of pounds sterling in the Account, the value of the Card transaction will be applied to the pounds sterling balance of the Account.  In this situation, the Card transaction will be converted to pounds sterling by the Card Scheme at the rate on the date the Card Scheme processes the payment using the Card Scheme Reference Rate.  You will also be charged a Foreign Exchange Fee as set out in the Fees Table.

6.20 If you attempt to make a Card transaction in a currency but there is not sufficient balance in the Account in the currency of the Card transaction or in pounds sterling to fulfil the Card transaction, the Card transaction will be declined.

Card Limits 

6.21 Financial and other limits may apply in relation to each Card, as set out in the Limits Table.  To manage our risk, particularly with respect to money laundering, fraud or security concerns, we may also apply internal controls, including limits, to certain types of Card transactions from time to time but for security purposes we will not disclose these limits.  We may refuse to execute any Card transaction if it would breach any limits. 

Cards and mobile wallets

6.22 Neither you nor any Cardholder will be able to upload your Card into a mobile wallet, including ApplePay, GooglePay or SamsungPay.  

Card transaction information

6.23 Information about your Card, including information about Card transactions, is provided to you by the Account Provider.  You should refer to the Account Provider Agreement for details of how you and, if applicable, Cardholders can access this information.

Card expiry

6.24 Each Card has an expiry date and can only be used between the activation and expiry date.

6.25 When a Card expires it will not be automatically replaced.  You will be charged a Replacement Fee for each replacement Card you order in accordance with the Fees Table. 

7. ISSUES WITH YOUR CARD

7.1 If you have any issues with any Card, your must contact the Account Provider.  Issues could include:

(a) identifying an unauthorised transactions made using a Card;

(b) identifying a Card transaction that you think has been incorrectly executed;

(c) requesting further detail around the refusal or reversal of a Card transaction;

(d) requesting further details around the suspension or cancellation of a Card; 

7.2 As the operator of the Account, the Account Provider is responsible and liable for assisting with such issues.  To the extent it is within PSI-Pay’s knowledge and capability, and if requested by the Account Provider, PSI-Pay will provide all reasonable assistance to the Account Provider in relation to any issue.  You should refer to the Account Provider Agreement for more information on this. 

8. GENERAL LIMITATION OF LIABILITY

8.1 You are solely responsible and liable for any Loss caused by any act or omission of a Cardholder, including a Cardholder’s failure to comply with these Terms, unless and only to the extent that any Loss is caused by PSI-Pay’s negligence or wilful default.  Any liability PSI-Pay may have under these Terms is to the Corporate Customer only, and PSI-Pay has no responsibility or liability of any nature to any Cardholder.

8.2 PSI-Pay is not liable to you for any Loss you may suffer with respect to the Account and/or the Account Provider Services. 

8.3 If, for any reason, PSI-Pay and the Account Provider are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with the Account Provider or because of your inability to recover from the Account Provider beyond what our liability would have been had no such limitation been agreed and/or if the Account Provider had paid its share.

8.4 Where any Loss is suffered by the Corporate Customer for which PSI-Pay would otherwise be jointly and severally or jointly liable with any third party or third parties, the extent to which such Loss shall be recoverable by you from us (as opposed to any third parties) shall be limited so as to be in proportion to the aggregate of our contribution to the overall fault for such Loss, as agreed between all of the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction.  For the purposes of assessing the contribution to the Loss in question of any third party for the purposes of this clause, no account shall be taken of any limit imposed or agreed on the amount of liability of such third party by any agreement (including any settlement agreement) made before or after such Loss occurred or was otherwise incurred.

8.5 Nothing in these Terms limits or excludes our or your liability for: (i) death or personal injury caused by our or your negligence; (ii) fraud or fraudulent misrepresentation; (iii) any other liability which cannot be limited or excluded by Applicable Law, in each case to the extent the liability may not be excluded or limited by any Applicable Law.

8.6 Subject to clause 8.5 above, the total aggregate liability of PSI-Pay to the Corporate Customer in respect of any Loss incurred by the Corporate Customer under these Terms, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence) and breach of statutory duty, will not exceed, in the aggregate, the amount of Fees due to the Account Provider in the twelve (12) calendar months immediately preceding the event giving rise to the Loss.

8.7 PSI-Pay will not be liable to the Corporate Customer under or in connection with these Terms whether in contract, tort (including negligence), breach of statutory duty or otherwise for: 

(a) any direct or indirect Loss resulting from: (i) loss of use; (ii) loss of data; (iii) loss of profits; (iv) loss of goodwill; (v) loss of business arising out of or in connection with these Terms; or (vi) any other special, incidental, indirect or consequential Loss howsoever arising;

(b) actions taken by PSI-Pay to comply with its obligations under Applicable Law or to comply with the requirements of a Card Scheme;

(c) any delay, interruption or failure to fulfil our obligations under these Terms which arises due to any abnormal or unforeseeable circumstances outside our reasonable control (for example, a failure of computer systems which happens for reasons outside our reasonable control) including any failure relating to the Card Scheme, the Account Provider or any of their third party suppliers;

(d) for any person refusing to accept or honour (or delays in accepting or honouring) any Card;

(e) any ATM failing to issue cash;

(f) the quality, safety, legality or any other aspect of any goods or services purchased using any Card. 

8.8 The Corporate Customer indemnifies PSI-Pay against any Loss suffered or incurred by PSI-Pay as a result of or in connection with: (i) any claim made against PSI-Pay by any Cardholder; (ii) any failure of the Corporate Customer to pay any Fees due and owing from time to time; (iii) any breach of Applicable Law by the Corporate Customer; (iv) the Account, the Account Provider, the Account Provider Services and/or the Account Provider Agreement. 

9. COMPLAINTS

9.1 If you feel your expectations regarding the Card Services have not been met, please contact the Account Provider using the contact details for complaints set out in the Account Provider Agreement.  The Account Provider will deal with complaints relating to the Account Services and, if applicable, with complaints relating to the Card Services acting on PSI-Pay’s behalf.  

9.2 If you complaint relating to the Card Services can’t be resolved to your satisfaction by the Account Provider and you are eligible, you may be able to refer it to the ‎Financial Ombudsman Service (FOS) ‎‎(Exchange Tower, London E14 9SR, phone 0800 023 ‎‎4567, email complaint.info@financial-ombudsman.org.uk).  FOS is an organisation set up by ‎law to give consumers and other eligible complainants a free and independent service for resolving disputes with financial ‎firms (see http://www.financial-ombudsman.org.uk.‎)‎.

10. TERMINATION OF THESE TERMS

Termination of these Terms by PSI-Pay

10.1 We may terminate these Terms at any time and for any reason by giving you not less than two (2) months’ written notice. 

10.2 We can terminate these Terms and cancel any Card at any time and with immediate effect if: 

(a) you breach these Terms; 

(b) we suspect you are using the Card Services for any illegal purposes;

(c) you fail to pay any amounts due to us, including any Fees, within ten (10) Business Days of the due date for payment;

(d) we reasonably believe that continuing to permit use of any Card may cause us to breach any Applicable Law, code or other duty that applies to us or expose us to any adverse action, censure, fine or penalty from any Regulator or the Card Scheme;

(e) we are required to do so to comply with any Applicable Law or code, Card Scheme requirements or by a Regulator;

(f) we reasonably suspect that a Card is being used for a purpose that is unlawful (which may include using the proceeds of crime to make a Card transaction) or that you or any Cardholder has committed or attempted to commit fraud or other illegal activity;

(g) the Account Provider notifies us that the Account Provider Agreement in place with you has terminated for any reason;

(h) without limiting our other rights and remedies, if you suffer an Insolvency Event.

10.3 If our agreement with the Account Provider terminates, we will give you not less than three (3) months’ written notice to terminate these Terms.

10.4 We may suspend or terminate your access to the Card Services where we have reasonable grounds for concern relating to: (a) the security of any Card, whether or not you have informed us of a security breach; and/or (b) the suspected unauthorised or fraudulent use of any Card.

Termination of these Terms by the Corporate Customer

10.5 You can terminate these Terms at any time and for any reason by cancelling the Account Provider Terms.  We may contact you to confirm your request.

Other termination scenarios

10.6 These Terms will automatically terminate when the last Card issued to you (including to any Cardholder using a Card acting on your behalf) expires and is not replaced.

10.7 Termination of these Terms will not affect: (a) the accrued rights, obligations and/or liabilities at the date of termination; (b) the coming into force or the continuation in force of any provision which is expressly or by implication intended to come into or continue to be in force on or after termination.

Effect of termination

10.8 Upon the effective date of termination: (a) you will no longer be able to use the Card Services; (b) you will no longer be able to use any Cards, which means that Cardholders will also no longer be able to use any Cards which they had been using on your behalf.

10.9 Each Card will be cancelled and you will not be able to use it.  You will be liable for any transactions made using a Card but not yet processed before the date of cancellation.  For any questions or requests you may have with respect to funds held in the Account, you should contact the Account Provider. 

11. CONFIDENTIALITY AND DATA PROTECTION

11.1 We undertake that we shall not at any time disclose to any person any of your confidential information except in the following circumstances: (a) to our employees, officers, representatives or advisers who need to know such information for the purposes of exercising our rights or carrying out 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 information comply with this clause; and (b) as may be required by Applicable Law, a court of competent jurisdiction or Regulator.  

11.2 We will only use your personal information and that of any Cardholders as set out in our privacy policy which is available at https://www.psi-pay.co.uk. 

12. CHANGING THESE TERMS

12.1 PSI-Pay may make changes to these Terms at any time, including to the Fees Table and the Limits Table.  If required to do so by Applicable Law, PSI-Pay will give the Corporate Customer two (2) months’ written notice of any changes via the Account Provider.  Otherwise, PSI-Pay may change or add to these Terms immediately on notice to you (where notice is required by Applicable Law).  Notice will be given through the Account Provider.  It is the Corporate Customer’s responsibility to communicate any changes to Cardholders. 

12.2 PSI-Pay may make immediate changes to the exchange rates used to convert Card transactions in a currency other than pounds sterling where the exchange rates are based on a reference rate we have disclosed to you.

12.3 By continuing to use the Card Services, and unless you notify the Account Provider otherwise before the date of the proposed change, you will be deemed to have accepted any such changes.  If you object to any change, you may terminate these Terms immediately and without penalty before the date the relevant change is implemented.    

12.4 If PSI-Pay changes these Terms, the new version of these Terms will be available through  the Account Provider. 

13. GENERAL

13.1 Corporate opt-out: If either: (a) your annual turnover or annual balance sheet exceed two  (2) million euros; or (b) you have ten (10) or more employees; or (c) you operate a charity with an annual income of more than one (1) million pounds sterling, then you are not a consumer, micro-enterprise or a charity within the meaning of the PSRs.  To the extent that such laws apply to the Card Services and these Terms and if not otherwise agreed in these Terms, you expressly understand and agree that the provisions of Part 6 and Regulations 66(1), 67(3) and (4), 77, 79, 80, 83, 91, 92 and 94 of the PSRs shall not apply to these Terms and PSI-Pay is not liable for any Loss in relation to any of these provisions.

13.2 Entire agreement: The parties agree that these Terms constitute the entire agreement between them and supersedes all non-fraudulent prior representations, warranties, arrangements and agreements between them relating to it.   

13.3 Non-reliance: Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

13.4 Force Majeure Event: Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under these Terms as a result of a Force Majeure Event, except that nothing will affect or excuse your obligation to pay Fees or to make any other payment under these Terms. 

13.5 Waiver: No failure or delay by either party in exercising any of its rights under these Terms shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of these Terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

13.6 Severance: If a court or any other competent authority finds any provision of these Terms (or part of any provision) to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Terms shall not be affected.  If any invalid, unenforceable or illegal provision of these Terms would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. 

13.7 No partnership: Nothing in these Terms is intended to, or shall be deemed to constitute, a partnership or joint venture between the parties, not constitute any party the agent of the other party for any purpose.  No party shall have authority to act as agent for, or to bind, the other party in any way.  Neither party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other party.

13.8 Assignment and subcontracting: PSI-Pay may assign all or any of its rights under these Terms or subcontract all or any of its obligations under it to a third party.  The Corporate Customer may not do these things without PSI-Pay’s written consent, and you may not grant security over these Terms.  

13.9 Third party rights: A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.  The Account Provider may enforce any of the terms of these Terms on PSI-Pay’s behalf. 

13.10 Costs: Subject to any provisions to the contrary each party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of these Terms.

13.11 Governing law and jurisdiction: These Terms and any dispute or claim shall be governed by the laws of England and Wales.  The parties agree that any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation‎ shall be subject to the exclusive jurisdiction of the courts of England and Wales

FEES AND CARD LIMITS

The Fees set out in the table below apply to your use of the Card Services, including any use of your Card by you or by any Cardholder using a Card on your behalf.