These General Terms and Conditions (hereinafter the “General Terms and Conditions”) establish a general basis for the legal relations between PayAlly Limited (hereinafter “PayAlly”) and its client (hereinafter “Client”). These General Terms and Conditions stipulate the general principles for the business conduct between the Client and PayAlly, and are part of the Service Agreements concluded between PayAlly and the Client.
These General Terms and Conditions shall be applicable in respect of all contractual relations established prior to and continuing on the date of entry into force of the General Terms and Conditions. If the General Terms and Conditions are in conflict with the Service Agreement, the provisions of the Service Agreement shall prevail. The Client confirms that the General Terms and Conditions have been examined and agrees with them and undertakes to follow them at all time.
PayAlly is an authorised payment institution acting under the license No. 774327, issued by the Financial Conduct Authority of United Kingdom. Under its license, PayAlly may provide payment services in all Member States of the European Union (EU) and the European Economic Area (EEA) pursuant to separate notifications to the competent authorities in the relevant Member States.
The Financial Conduct Authority (hereinafter “FCA”) exercises supervision over PayAlly. Contact details of the FCA and the list of authorised payment institutions maintained by FCA are available at FCA website https://register.fca.org.uk.
The Client may also contact the competent authority in its own Member State to obtain more information about PayAlly. In case if you wish to find out more about PayAlly, do not hesitate to contact us by e-mail: [email protected]
PayAlly ’s main services allowed under our payment institution license are the following:
(c) the execution of the following types of payment transaction:
The detailed list of payment services offered by PayAlly is available on PayAlly´s homepage.
PAYALLY IS AN AUTHORISED PAYMENT INSTITUTION, NOT A BANK, THEREFORE, FUNDS ON THE CLIENT’S PAYMENT ACCOUNT SHALL NOT BE DEEMED TO BE A DEPOSIT. FUNDS ON THE CLIENT’S PAYMENT ACCOUNT MAY BE USED ONLY FOR THE EXECUTION OF PAYMENT TRANSACTIONS.
PAYALLY ACTIVITIES ARE LIMITED TO PAYMENT SERVICES, MONEY ON CLIENT ACCOUNTS ARE NOT PROTECTED BY THE FINANCIAL SERVICES COMPENSATION SCHEME (FSCS) OR OTHER SIMILAR DEPOSIT GUARANTEE INSTRUMENTS. INSTEAD, CLIENT FUNDS IN TRANSIT ARE KEPT ON SAFEGUARDING ACCOUNTS WITH REPUTABLE CREDIT INSTITUTIONS.
PayAlly may, from time to time offer its Clients other products and services such as debit and prepaid cards, loans, investments, insurance, currency conversion, credit and savings products, which are provided by our partner third parties, duly licensed credit institutions, insurance companies, broker dealers, etc. For the use of any such additional service, the Client may have to accept additional terms and conditions of our partner third parties as notified to the Client when ordering or using such product and services.
In addition to PayAlly, third parties also provide the Client with their services through PayAlly Electronic Channels. PayAlly does not bear any liability for the services of third parties. PayAlly does not act as a broker or intermediary for any services provided by third parties; it merely provides third parties with an opportunity to provide their services via the electronic platform developed and managed by PayAlly. Third Party Services may be governed by their own terms and conditions which supplement these terms of service and which the Client accepts in connection with the subscription of the respective service. Some Third Party Services entail the Client entering into a direct agreement with the third party, in which case the Client’s rights and obligations in respect of the Third Party Service are solely specified in such agreements. In case of any conflict between the supplementary terms or third party terms and the conditions and these General Terms and Conditions, the supplementary terms or third party terms and conditions shall prevail.
Under no circumstances, will PayAlly be liable to the Client or anyone else for any decision made or action taken in reliance on the information from the Third Party Services.
Any amendments made to the terms applicable to the Services shall be notified to the Client electronically in accordance with Section “Notices to the Client” below. The amendments shall enter into force on the date set out in the respective notice, however, at the earliest of one (1) month from the date of the notification, unless otherwise specified in the Service Agreement.
If the Client does not agree with the amendments, it shall have the right to cancel the amended Service Agreement by notifying PayAlly in accordance with Section “Notices to PayAlly” below and performing all outstanding duties arising from the Service Agreement prior to termination of the respective Service Agreement. The Client shall be regarded as having accepted the amendments if the Client does not object to them before the effective date. One (1) month notice period will not apply where an amendment is required by law or it relates to an addition of a new service or product, an extra functionality to the existing Service or any other amendment which neither reduces the Client’s rights nor increases the Client’s responsibilities. In such instances, the amendment will be made without prior notice to the Client and shall be effective immediately after its publication.
Laws and regulations of United Kingdom applies to the relations between PayAlly and the Client, including all terms and conditions regulating the Services. The relations between PayAlly and the Client shall be regulated by the law of a foreign state if it is so prescribed by the Client domicile law or international agreement. If the Client is a consumer, the mandatory laws of the Client’s domicile may also apply. The Client is solely responsible for understanding and complying with any and all laws, rules and regulations of the Client’s specific jurisdiction that may be applicable to the Client in connection with the Client’s use of the Services, including but not limited to those related to taxes or any other fees.
Any court action between the PayAlly and the Client shall be resolved in a court of England and Wales unless agreed otherwise by the Client and PayAlly or provided otherwise in the law. An agreement on jurisdiction applies also if the Client settles in to a foreign state after entry into the Service Agreement.
The Client must have internet access and an e-mail account to receive communications and information related to the Services (incl. notification of any amendments to the General Terms and Conditions, Service Agreements, Price List etc.; notifications concerning any Services).
The Client agrees that PayAlly may provide notice or other information to the Client via one or several of the channels mentioned below:
A notice sent electronically (e.g. SMS, e-mail, notification in Electronic Channel) shall be considered received by the Client on the day it was published. Notices, sent by post are deemed to be received by the Client on the fifth calendar day as of posting the same.
PayAlly may send any information and notices to the Client by using the contact details (e.g. e-mail or residency address, phone number) which have been provided by the Client.
The Client shall send information to PayAlly electronically in writing (e.g. through the Electronic Channels, by e-mail) or by using any other agreed channels or means (e.g. by phone). The Client is obliged to notify PayAlly immediately, in accordance with previously agreed means, of any circumstances which are relevant to the relations between PayAlly and the Client, and which affect or may affect the fulfilment of the obligations of the Client or PayAlly, including a change of name, address, contact details etc. The Client shall be obliged to notify PayAlly immediately of the loss or theft of its personal identification document or another means of identification or loss or theft of the Client Credentials or Payment Instrument or loss of possession thereof against the will of the Client in any other manner. The Client must inform PayAlly even if any of the aforesaid information has been or may be made public (e.g. judicial decision, notification to public registers or publishing through the mass media).
Communication between PayAlly and the Client shall be conducted in English, unless the Parties agree on any additional languages for communication. PayAlly may provide support to its clients in various other languages.
Upon establishment of a business relationship, the Client shall register with PayAlly and give all information that PayAlly requires in connection with the registration and/or establishment or monitoring of business relationship.
Client may open only one Payment Account, unless we agree in writing to the contrary. PayAlly may refuse the creation of duplicate accounts for the same Client. If duplicate accounts are detected PayAlly may suspend provision of Services, merge or close such duplicate accounts and end relationship with Client, in its sole and absolute discretion.
By registering with PayAlly the Client confirms to PayAlly that the Client is a resident of a Contracting State of the European Economic Area (EEA). In case if the Client is not a resident of the EEA, Client must confirm that the laws and regulations of his domicile are not prohibiting establishment of a business relationship by such Client with PayAlly. The Client confirms its full legal capacity and the fact that it acts in person. The Client being natural person confirms that there is no beneficial owner other than itself.
When giving information, the Client confirms and guarantees that all information is complete, accurate and true.
PayAlly shall have the right to decide with whom to conclude or not to conclude any agreement. Amongst other, PayAlly may refuse to conclude a business relationship and/or conclude any agreement with a person or to provide Services to a person in the following cases:
Upon establishment of a business relationship, PayAlly is obliged to identify its Clients. The method used by PayAlly for identifying a Client can vary based on requirements stemming from the jurisdiction existing in the country where the Client concludes the business relationship with PayAlly (e.g. identification documents notarisation, online identification, face-to-face identification, etc.).
The Client and its representative are obligated to submit to PayAlly any and all information and documents requested by PayAlly for identification.
If PayAlly has doubts about the veracity of the Client’s data or documents, then PayAlly may ask the Client to specify its information, provide additional information or documentation, or if necessary, to re-do the identification process.
Upon agreeing with the General Terms and Conditions, the Client hereby irrevocably authorises PayAlly to request any information and documents, regardless of its form, related to Client identification and verification (including, without limitations, a copy of the Client’s documents and data) from any credit institution or a financial institution who has or had identified that Client, or has or had a business relationship with that Client. For avoidance of doubt, this authorisation grants PayAlly the right to request all data and documents on the Client from any credit or financial institution whose identification or authentication method (e.g. BankLink) was used in PayAlly’s identification process. On request of PayAlly, the Client undertakes to provide PayAlly with additional authorisations or documentation (incl. a written power of attorney) needed to receive the information or documentation mentioned above and do everything necessary to provide PayAlly with all information needed to duly prove its identity.
From time to time, PayAlly may demand additional identification to verify the identity of the Client for security or other reasons. The Client undertakes to provide PayAlly will all information and documents required to verify that Client’s identity.
The Client obliges to inform PayAlly in case of change of any submitted information and circumstances relevant to the provision of services by PayAlly. Such information includes but is not limited to change in Client’s representative, beneficial owner of the Client, their personalities, residence/location address, nature of business, place of tax residence and taxpayer’s number.
For the use of the Electronic Channels and/or Payment Instrument, PayAlly verifies the Client based on the Client Credentials entered by the Client (e.g. username and password; one time OTP/MAC token; APP).
The Client can authorise other persons to use the Services of PayAlly made available to that Client under the Service Agreements concluded between the Client and PayAlly. Authorisation offers the authorised person an access and power to undertake transactions on behalf of that Client and access information related to that Client’s account. The Client is liable for any use of the Services, including for any use of the Services by persons who it has authorised. If the Client has authorised a person to use Services (incl. that Client’s Payment Account), the authorised person needs to be registered as a client of PayAlly (i.e. the person has a business relationship with PayAlly). Authorisation can be granted by using the Electronic Channels. The Client confirms that before authorising any other person it has given the General Terms and Conditions and other terms and conditions applicable to the use of the Services to the persons to whom the authorisations is to be given for examination and shall bear liability for the performance and non-performance of the contractual obligations by the authorised person.
The Client can use the Open API as part of the Services. This can be activated via the instructions posted on PayAlly Electronic Channels after complying with which the Client will gain access to a Personal API Key. Anyone who obtains access credentials to the Open API through the Personal API Key could use it to perform Operations. If Client notices misuse, theft or unauthorised use of the Open API or any other activity that makes Client suspicious, Client must contact PayAlly immediately in accordance to the Section “Notices to PayAlly”.
In instances where PayAlly suspects that there are concerns with regard to: security, unauthorised, and/or fraudulent use, PayAlly has right to stop or suspend Client’s access to the Open API. PayAlly shall not bear any liability for any losses incurred as a consequence of any unauthorised access gained as a result of Client not reasonably following with security guidelines, taking reasonable measures to preserve confidentiality of access to Personal API Key, storing the Personal API Key outside of the PayAlly Electronic Channels. Please see supplied guidance, Website, and/or PayAlly Electronic Channels for more information relating to the Open API and manner in which it can be used.
The orders given to PayAlly by the Client must be unambiguous and executable. The Client shall confirm all Operations performed by using the Client Credentials or in another manner required by PayAlly (e.g. by signing a hard copy) and such confirmation shall be deemed as the Client’s consent to the performance of the respective Operation.
The Client submits its orders to PayAlly electronically or in another manner agreed between PayAlly and the Client and in the form developed by PayAlly (e.g. electronically being logged into the Electronic Channels).
The forms of orders are available in the Electronic Channels. The Client ensures that its orders are prepared, confirmed and submitted in accordance with the applicable legislation, the General Terms and Conditions of the Service Agreement and other relevant requirements, customs and practices applicable to that order. By submitting an order, the Client unconditionally and irrevocably consents to the Operation to be made under the given order.
If the Client makes an Operation or uses its Payment Account via Third Party Services (e.g. e-wallets), PISP, or AISP, authorisation of Payment Order will be completed and submitted to PayAlly in accordance with the conditions regulating the Third Party Services, PISP, or AISP (e.g. by using security credentials and means applicable to the Third Party Services, PISP, or AISP) and any other applicable guidelines and rules established by PayAlly.
In respect of the obligations, associated with the Client Credentials and OTP/MAC token generator, the Client, as a holder of a Payment Instrument shall:
Security Guidelines concerning the use of the Payment Instrument will be published by PayAlly on PayAlly’s Homepage and/or PayAlly Electronic Channels. For security purposes, PayAlly may demand that different Client Credentials or their combinations be used for different transactions and limits.
In order to use the OTP/MAC token generator, the means and of communications of the Client must be in conformity with the technical and security requirements established by PayAlly and take other reasonable security measures to protect its Payment Account and OTP/MAC token generator. The requirements are available on PayAlly's Homepage.
The Client is liable for the security and operations of the means of communication (incl. computer, Internet and telephone connection) used by the Client for using the OTP/MAC token generator.
Without being obliged to compensate for any possible damage, PayAlly has the right to block the Client’s Credentials and/or OTP/MAC token generator at any time for security purposes, including without limitations, when PayAlly has any reason to believe that the OTP/MAC token generator or the Client is in danger.
The Client shall immediately notify PayAlly of a loss or theft of the OTP/MAC token generator and/or Client Credentials or of loss of possession thereof against the will of the Client in any other manner. After submitting the notice, the Client shall provide PayAlly with additional information about the circumstances of the abovementioned events, if necessary.
The Client must follow the security guidelines published by PayAlly from time to time relating to the security protection of its Payment Accounts. PayAlly shall not be liable for any loss or damages in case the Client does not follow the security guidelines published by PayAlly.
If the Client uses its Payment Account or OTP/MAC token generator via Third Party Services (e.g. e-wallets) the Client must follow the security guidelines applicable to Third Party Service.
PayAlly shall block the Services on the request of a third party only in the cases and pursuant to the procedure provided by law. PayAlly shall release the Service from blocking on the basis of the resolution of the competent body, or the respective judicial decision which has entered into force.
PayAlly shall have the right to block the Service if:
PayAlly shall not be held liable for any damage arising from the blocking of the Client’s Payment Account or OTP/MAC token generator.
PayAlly has the right to establish amount limitations for certain Operations. The Client has the right to request increase of the limitations established by PayAlly to the extent and pursuant to the terms and procedures established by PayAlly.
PayAlly at all times adheres to its Know-Your-Customer (KYC) principles upon the establishment of and during the business relationship with the Client. Under the KYC principles, the Client must be identified and the appropriateness of transactions must be assessed based on the Client’s principal business and/or prior pattern of transactions. PayAlly has the right to request additional information (e.g. documents serving as grounds for the transaction) from the Client to allow it to comply with its anti-money laundering obligations (e.g. information concerning the owners and ultimate beneficiaries of the Client and the Client’s business activity, including data on the contractual partners, turnover, the share of cash and non-cash transactions, frequency of transactions, etc.). The Client agrees to immediately comply with and without any undue delay grant all needed information and documents related to any request for further information that PayAlly reasonably requires. If the Client, regardless of the respective request, does not submit to PayAlly the documents and relevant information requested by PayAlly, the Client shall be deemed to have fundamentally breached the Service Agreement and PayAlly may, without following the terms of prior notification, extraordinarily terminate the Service Agreement and any other agreement which serves as a basis for the business relationship.
PayAlly shall have the right to receive and the Client shall be obliged to pay for the rendered Service fees, established in the Price List and/or the Service Agreement. The Client shall be obliged to keep a sufficient amount of money on the Payment Account so that PayAlly can debit the Payment Account with all service fees and other sums and arrears payable. If Payment Account as a consequence of any action undertaken by the Client has a negative balance, the Client shall immediately without requirement of any notification from the side of PayAlly correct such balance, so it would be more or equal to zero. PayAlly may send notifications or take any other reasonable actions to recover such negative balance from the Client, including but not limited to employing debt collection services or instituting a legal action. PayAlly may charge Client for reasonable costs incurred subsequently to any measures undertaken in this respect.
After the 30 days trial period ends (if was applied), PayAlly debits monthly fee once a month in advance in for the upcoming fee period. The fee period is 30 consecutive calendar days, based on 360 day calendar year. For example, if trial period ends on February 2nd, then the monthly fee will be charged on the same day. From then on, PayAlly will charge the monthly fee on 2nd date each month.
The price list in force at any given time is available via PayAlly’s Electronic Channels. PayAlly may unilaterally amend the Price List at any time. The Client shall be notified of the amendment in accordance with “Notices to the Client” section. The amendment enters into force on the date set out in the notice.
The Client has the right to terminate a Service Agreement with immediate effect at any time by a notice to PayAlly.
PayAlly has the right to terminate a PayAlly Service Agreement for convenience at any time by giving one (1) month notice to the Client.
PayAlly has the right to terminate the Service Agreement with immediate effect in the event that:
Any disputes between PayAlly and the Client shall be solved immediately by means of negotiations after the dispute arises. If the dispute cannot be settled on site, a claim shall be sent to the other party in accordance with the Section Communication between PayAlly and the Client. The claim shall specify the circumstances behind the claim, and refer to the legal act or document on the basis of which the claim is submitted. If the document which provides the basis for the claim is not freely available to the other party, and the law does not provide otherwise, the party who submits the claims shall add the document or a copy of the document to the claim.
PayAlly shall review the complaint and notify the Client who is an individual within 15 business days of the possible resolution of the complaint. Clients who are legal persons shall receive a corresponding notification within 30 business days of receiving the complaint. In general, written complaints from the Client will be given a written or electronic response, unless an oral response is made to a written complaint from the Client and there is reason to believe that the Client does not express consent to receive a written response.
Client may choose to complain about PayAlly, its products, services or actions to the Financial Services Ombudsman http://www.financial-ombudsman.org.uk/consumer/complaints.htm by:
In connection with the use of the Electronic Channels or the Services, or in the course of the Client’s interactions with PayAlly, the following activities are restricted at all times:
PayAlly reserves the right to change, suspend or discontinue any aspect of the Services at any time, including, but not limited to hours of operation or availability, or Third Party Services, or any feature, without any notice and not subject to any liability. Where it is possible PayAlly shall notify Client in a timely manner regarding such change, suspension or discontinuance of any aspect of Services.
The Services of PayAlly are provided on an “as is”, “as available” basis and without any representation or warranty, whether express, implied or statutory. PayAlly does not warrant that the Services will be uninterrupted or error free (except where required by law).
PayAlly does not exclude or limit any liability where it would be unlawful to do so, it includes instances of death or personal injury caused by negligence, fraud and/or misrepresentation
PayAlly is responsible for loss or damage that Client suffers that is a foreseeable result of PayAlly breaking these General Terms and Conditions. PayAlly shall bear no liability and shall not be liable for any loss or damage that is not foreseeable. The foreseeable loss or damage as understood under these General Terms and Conditions is any loss or damage that was obvious to occur consequently to actions or gross negligence.
PayAlly cannot be held liable for inability to deliver or for delay as a result of things which are outside of PayAlly’s control.
PayAlly shall not be held liable for any interruption to the provision of Services which occurred subsequently to PayAlly following with its legal obligations.
If Client uses Services for any commercial or business purpose PayAlly shall not be liable towards Client for any loss of profit, loss of anticipated savings, loss of reputation, loss of business, business interruption, or loss of business opportunity.
In case of an unauthorised payment or mistake due to PayAlly’s error, PayAlly shall at the request of Client immediately refund the payment amount including all fees deducted by PayAlly. This shall not apply to the situations where:
It is responsibility of Client to regularly monitor its Payment Account and inform PayAlly of any unauthorised transactions, inconsistencies or concerns.
PayAlly assumes no responsibility for the content of any third party websites which can be linked to and from PayAlly’s Homepage and/or any loss or damage that may arise from their use.
PayAlly shall not be liable for any loss or damage caused by any malware, virus, or other technological attacks or harmful material that may infect Client’s computer equipment, computer programs, phone, other portable electronic devices, data or other proprietary material related to the use of Services.
Client is liable for breaking these General Terms and Conditions and/or applicable laws and/or regulations. In case of loss or claims or damages or costs and expenses arising out of its breach of these General Terms and Conditions, any applicable law or regulation and/or use of Services, Client agrees to compensate PayAlly and hold PayAlly harmless.
Any Section, Clause and/or provision of these of these General Terms and Conditions operates separately. If any Section, Clause and/or provision in any way contravenes the law of any country, state or province, or the laws of any sovereignty or government in which these General Terms and Conditions are effective shall, in such country, state or province, or sovereignty or government, as the case may be, to the extent of such contravention of law, be deemed severable and shall not affect any other Section, Clause and/or provision herein or the validity hereof. If any court or relevant authority decides that any Section, Clause and/or provision is in such contravention, the remaining Clauses, Sections, and/or paragraphs will remain in full force and effect while affording intended rights and/or obligations.
Account Information Service Provider (AISP): third party service provider which collects customer and account data for analysis and aggregation purposes, by means of Open API.
Payment Account: a Payment Account opened by PayAlly for the Client on the basis of the Payment Account Agreement for executing a payment transaction.
Payment Account Agreement: an agreement for the use of the Payment Account.
Client: a natural or legal person who uses, has used or has expressed his, her or its wish to use the Services of PayAlly.
Services: a service rendered by PayAlly to a Client (incl. any payment service, Payment Account and Payment instrument).
Service Agreement: the agreement regulating the terms and conditions applicable to a certain Service.
Third Party Services: third party services made available to Client through the PayAlly Electronic Channels.
PayAlly Electronic Channels: electronic channels developed and managed by PayAlly or its subsidiaries which allow the Client to make Operations or manage its Payment Account.
Client Credentials: the username and the password chosen by the Client or other credentials granted for the Client by PayAlly or a third person.
Price List: valid price list established by PayAlly.
PayAlly’s Homepage: PayAlly’s website available at www.payally.eu
Personal API Key: is a code calling an Open API to identify the Client.
Payment Initiation Service Provider (PISP): third party service provider which offers transaction initiation services by means of Open API.
OTP/MAC token generator: a personalized device (e.g. mobile device with PayAlly application, payment card) or a set of procedures used by the Client for the use of Electronic Channels and the performance of Operations in accordance with the General Terms and Conditions and information published on PayAlly´s Homepage.
Operation: the use of the assets on the Payment Account (e.g. drafting, confirming and submitting payment orders), the use of functions, concluding any agreement, granting any authorisation, exchanging information and documents, establishing limits and Restrictions and using any other services or functions of, or made available by PayAlly or a third person (e.g. entering into/amending a Service Agreement).
Open API: the access to the application programming interface which allows Client to submit orders or view transaction history with the help of Personal API Key.
Restriction: the restriction on the use of the Services based on specific parameters (device, connection, location, time, amount limitation or other).