1. User Agreement

This Agreement (“Agreement”) is a contract between you, Kuda EMI Limited (“Kuda”) and Modulr FS Limited (“Modulr”) and applies to your use of the Services. The Services are provided to you subject to this Agreement as well as our Privacy Policy and Cookies Policy which are incorporated in this Agreement by this reference. By accepting this Agreement, you are deemed to have accepted the terms and conditions of our third-party service providers.

2. Regulatory Information

Kuda is a company registered and incorporated in England and Wales with company number 13724208 and registered office at 5 New Street Square, London, United Kingdom, EC4A 3TW. It operates as a Distributor of Modulr for the purposes of distributing and redeeming electronic money. Modulr is a company registered and incorporated in England and Wales with company number 09897919 and registered office at 58 Wood Lane, London, United Kingdom, W12 7RZ. Modulr is authorised by the Financial Conduct Authority as an Electronic Money Institution under the firm reference number 900573.

3. The E-Money Services

Your rights and obligations relating to the use of the E-money account (or E-Wallet) are subject to these T&C’s between you and Kuda, as well as Modulr T&Cs.

4. Accessing Our Site

4.1 Our site is made available free of charge. We do not guarantee that our site, or any content on it, will always be available or available without interruption.

4.1.1. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice.

4.1.2 We will not be liable to you if for any reason our site is unavailable at any time or for any period.

4.1.3. You are responsible for making all arrangements necessary for you to access our site.

4.1.4 You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

5. Use of Our Site

5.1. You may only use our website for lawful purposes.

5.1.1 You must not, and you must not allow another person to, use our website (including any content or materials on it):

  • In any way that breaches any applicable local, national or international law or regulation;
  • In any way that is fraudulent, or has any fraudulent purpose or effect (including by misrepresenting your identity or account information);
  • To access or interfere with another person’s records, impersonate another person or create or use a false identity or email address;
  • To transmit any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (“spam”);
  • To obtain or attempt to obtain unauthorised access to or interfere with, damage or disrupt any part of our website, any computer systems, equipment, software or networks on or through which our website is stored or operated;
  • To modify, adapt, decipher, decompile, disassemble or reverse engineer any of the software comprised in or in any way making up a part of our website or services provided by our website;
  • To scrape, reproduce, duplicate, copy, modify, distribute, publish, resell or transmit any element comprised in our website, including any software comprised in it, the content or the services provided through it;
  • To use any technology or processes of any kind to access, acquire, copy, monitor, navigate or search our website or any portion of it (including the use of data mining, robots or similar data gathering and extraction tools); or
  • In any way that is not authorised by us or is detrimental to us or our third party service providers.

6. Consequences of a Breach of the Acceptable Use Terms

6.1 We may monitor and log user activity, and any material contributed by users, for security purposes and in order to identify any actual or potential misuse of our website.

6.1.1 Failure to comply with our acceptable use terms constitutes a material breach of these Terms.

6.1.2. If we have reason to believe that you have, or you are likely to, use (or allow another person to use) our website in breach of our acceptable use terms, we may take such action as we reasonably deem appropriate including:

  • Immediate, temporary or permanent withdrawal of your right to use our website or associated services;
  • Immediate, temporary or permanent removal of any material contributed by you to our website;
  • Legal proceedings against you; and/or
  • Disclosure of such information to law enforcement authorities or regulators as we reasonably consider is appropriate.

7. Verification of Identity

7.1 In accordance with Applicable Law, we are required to apply due diligence measures aimed at the prevention of money laundering and terrorist financing before you can open an Account. Among other measures, we are required to identify and verify your identity and collect information about you, your use of the services provided to you and any suspicions of money laundering or terrorist financing which we may develop with regard to you or use of the services provided to you.

7.2 You are required to provide us with all information and documents which we demand from you in order to apply the due diligence measures or to perform any other obligations under Applicable Law and/or this Agreement.

At a minimum, you must provide the following as part of your application to us to provide Services:

If you are an Individual:

7.2.1 your full name, address, date of birth, and nationality;

7.2.2 your email address;

7.2.3 your mobile phone number and, in certain circumstances, your mobile phone device’s identification number;

7.2.4 as a proof of your identity, a copy of any of the following documents:

  • a valid passport; or
  • a valid EU member state national identification card;

7.2.5 as a proof of your address, a copy of any of the following documents:

  • a valid UK driving licence;
  • lease contract;
  • recent bank statement;
  • recent government issued tax statement;
  • recent council tax bill;
  • recent utility bill excluding mobile bill.

7.3 We may request, in our sole discretion:

7.3.1 You to provide one or more answers to security questions that will be used as part of any Authorisation under this Agreement; and

7.3.2 Any additional information or documents we or Modulr deem necessary and appropriate in line with our assessment of risks relevant to you as clients, both in course of our review of your application and during the whole period of validity of this Agreement.

7.4 You undertake that all information and documents which you present to us are true, accurate and up to date. If, at any point during the term of the Agreement, any of the information and documents presented to us should change or you identify that they were false, inaccurate and / or incorrect in any form, then you shall promptly present us with the respective updated information and documents. You can update the information and documents presented to us by email at helpuk@kuda.com. We may ask you at any time to confirm the accuracy of your information and / or provide additional supporting documents.

7.5 We may also contact third parties to collect and / or verify the information and documents presented by you under this Agreement. We may limit your account and your access to funds held in your E-Wallet / account until such collection of information and / or verification is completed.

7.6 If your application to open an Account is successful, we will open an E-Wallet in your name and send you a confirmation through the App.

7.7 In order to use your account, you must also provide us with details of a payment account opened in your name with a bank or payment account provider established in the EEA or in a third-party country which imposes equivalent anti money laundering and terrorist financing laws (a “Nominated Account”). This is in addition to any other information requested by us.

7.8 If, after being accepted by us, you wish to change your Nominated Account, you must notify us by submitting the new Nominated Account details via the App or by email at helpuk@kuda.com. We will review the new Nominated Account details and will confirm if the change is accepted. The change of Nominated Account will only be effective following the express confirmation from us.

7.9 Once we have activated the full functionality of your Account, you may login to access your E-Wallet via the App.

8. Keeping Your Account Safe

8.1 You must take all reasonable precautions to keep any security information relevant to your E-Wallet and your Account linked to your E-Wallet safe and to prevent fraudulent use of them. You must use reasonable endeavours to prevent any unauthorised access to, or use of, your E-Wallet and should notify us immediately by email at helpuk@kuda.com of any such unauthorised access or use, or any suspicion of access or use.

8.2 Your login for your Account should not be disclosed to anybody or kept in written form to prevent fraud and misuse of its E-Wallet. We also recommend that obvious passwords, such as your name or the phase “password”, are not used.

8.3 You should also:

8.3.1 take care to ensure that no one hears or sees your login details when you use it;

8.3.2 not disclose your full login details or password to anyone, including the police and us;

8.3.3 never write your password down, nor keep a record of it;

8.3.4 comply with all reasonable instructions we issue regarding keeping your login details and password;

8.3.5 change your login details and / or password immediately and telling us as soon as possible if you know, or even suspect, that someone else knows any of those details, or if we ask you to;

8.3.6 keep any computer / device you use to access the App secure and use up to date virus checking software and personal firewall software.

8.3.7 never access the App from any shared device (or any public internet access device or access point) or any device connected to a local area network;

8.3.8 make sure you always log out of the App, and never leaving your device unattended when you are logged in; and

8.3.9 never share any Account details or payment details on social media or any website.

8.4 If your Account login details are lost or stolen, or if you suspect that someone else knows your login details or your verified mobile phone and / or e-mail are compromised, you must contact us by email at helpuk@kuda.com without undue delay.

8.5. Kuda shall not be liable for any loss you suffer as a result of any unauthorised transactions carried out in respect of your E-Wallet / Account by a third party that obtains your log-in or other personal details for your E-Wallet / Account, as a result of your negligence.

9. Types of Transactions

9.1 The following transaction are currently permitted on your E-wallet / Account;

  • “Electronic Money Exchange” that is, using Electronic Money in one currency to purchase Electronic Money in another currency using our Exchange Rates; and
  • “Bank Transfer” – that is, redeeming Electronic Money from your Electronic Money Account, with or without an associated Monetary Exchange taking place, and transferring the equivalent amount of money to the beneficiary designated account / e-wallet.

10. Electronic Money Exchange

10.1 You can exchange Electronic Money in your Electronic Money Account to Electronic Money in another currency by using the exchange function on the App.. The currencies of Electronic Money which you are able to purchase and store in Electronic Money Account are limited to those set out on the App and are subject to change from time to time without us being required to provide you with notice.

10.2 You will be informed, prior to sending your request to enter into the Electronic Money Exchange (where "Electronic Money Exchange" means using Electronic Money in one currency to purchase Electronic Money in another currency using our Exchange Rates), of:

10.2.1 the amount of Electronic Money you will use to purchase the amount of Electronic Money in your required currency;

10.2.2 the amount and currency of the Electronic Money you wish to purchase; and

10.2.3 the exchange rate of the Electronic Money Exchange

11. Bank Transfer and Monetary Exchange

11.1 You can make a request to enter into a Bank Transfer by logging onto the Kuda App and following the on-screen instructions. You will need to enter the Counterparty Bank Account details. It is your responsibility to make sure that the details of the Counterparty and the Counterparty Bank Account (the ‘unique identifiers’) are entered correctly. Any error in information may result in the Bank Transfer being unsuccessful or delayed. We shall not be liable for any losses you incur from entering incorrect Counterparty Bank Account details.

11.2 You will be informed on the Kuda App, prior to confirming your request to enter into the Bank Transfer, of:

11.2.1 the details of the Counterparty Bank Account;

11.2.2 the amount and currency of money you wish to send to the Counterparty; and

11.2.3 the fees for the Kuda Bank Transfer (if any).

11.3 Where the payment is denominated in;

11.3.1 Sterling or Euro, we shall ensure that the amount of the Bank Transfer is credited to the Counterparty’s payment service provider’s account by the end of the Business Day following that on which your request to enter into the Bank Transfer was deemed to have been received;

11.3.2 a currency other than Euro or Sterling but the account of the Counterparty’s payment service provider is located within the European Economic Area (‘EEA’), we shall ensure that the amount of the Bank Transfer is credited to that account no later by the end of the fourth Business Day following that on which request to enter into the Bank Transfer was deemed to have been received; and

11.3.3 a currency other than Euro or Sterling and the account of the Counterparty’s payment service provider is located outside the EEA, we shall endeavour to ensure that we action the Bank Transfer as soon as is reasonably practicable.

11.4 Except where provided otherwise under applicable law, you may not revoke your request to enter into the Bank Transfer.

11.5 Once the Bank Transfer has been completed, you will be able to view the completed Transfer on the Kuda App.

12. Exchange Rates

12.1 You will be informed of the exact Exchange Rate for each Transaction. It is your responsibility to ensure that you are comfortable with the Exchange Rate we offer you, prior to entering into each Transaction. If you are not comfortable with the Exchange Rate, you are at liberty to discontinue the Transaction.

13. Your Balance and Negative Balances

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

13.2 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 balance in your Electronic Money Account which is below the minimum balance applicable (as communicated by us to you) to your Electronic Money 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.

14. Restrictions on the Use of Kuda’s Services

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

14.2 If Kuda, in its sole discretion, believes that you may have breached the provision of this Clause, we may take action to protect ourselves, other Users and third parties. The action we may take includes but is not limited to:

14.2.1 closing, suspending, or limiting your access to your Electronic Money Account or any or all of the Kuda Services;

14.2.2 contacting other users who have transacted with you; contacting your bank or credit card issuer; and/or warning other users, law enforcement, or impacted third parties of your actions;

14.2.3 updating inaccurate Information, you have provided to us;

14.2.4 taking legal action against you;

14.2.5 terminating these Terms or access to the Website;

14.2 6 fully or partially reversing a Transaction; and/or

14.2.7 blocking your access to your Electronic Money Account or Kuda App temporarily or permanently.

14.3 It is not permitted to;

14.3.1 use the Services for any illegal purposes, including, but not limited to fraud and money laundering, unlawful sexually oriented materials or services, counterfeit products, unlawful gambling activities, fraud, the funding of terrorist organizations, the unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances or other products prohibited by law. Kuda will report any suspicious activity and cooperate with any relevant law enforcement agency or regulator to the extent required by applicable law or rules of the relevant law enforcement agency or regulator;

14.3.2 use the Kuda Services in breach of any applicable law, including but not limited to any laws, regulations, governmental orders, directives, rules, licences or requirements of the European Union, the United Kingdom, the United States of America, or any other country relating to sanctions, anti-money laundering or counter terrorist financing legislation or any other applicable law;

14.3.3 use Kuda Services in a way which would result in an economic benefit to a Designated Person or in any way which we consider would or might give rise to a risk of Kuda or any other person violating any sanctions, anti-money laundering or counter terrorist financing legislation or any other applicable law;

14.3.4 use Kuda services to, directly or indirectly, contribute or provide funds, goods, services by, to, or for the benefit of a Designated Person or in any way which we consider would or might give rise to a risk of Kuda or any other person violating any sanctions, anti-money laundering or counter terrorist financing legislation or any other applicable law;

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

14.3.6 breach these Terms or any other agreement or policy that you have agreed with Kuda;

14.3.7 create more than one Kuda Account without our prior written consent;

14.3.8 use Kuda’s Services to violate any law, statute, ordinance, or regulation;

14.3.9 use Kuda’s Services for any illegal purposes including the purchase or sale, or the facilitation of the purchase or sale of, illegal goods or services;

14.4.10 use Kuda’s Services to conduct activities pertaining to adult entertainment/pornography, military, chemicals and allied products, dating and escort services, binary options, and business claiming to trade in prime bank guarantees, debentures, letters of credit or medium term notes;

14.4.11 infringe Kuda’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;

14.4.12 act in a manner that is defamatory, libellous, threatening or harassing when using Kuda Services;

14.4.13 provide us with false, inaccurate or misleading information;

14.4.14 use Kuda Services to engage in debt-collection activities;

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

14.4.16 attempt to intentionally or knowingly receive or attempt to receive funds from both Kuda and a merchant for the same Transaction;

14.4.17 control a Kuda Account that is linked to another Kuda Account that has engaged in any of these Restricted Activities;

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

14.4.19 allow any of the currencies in your Electronic Money Account to have a negative balance or have a minimum balance applicable to your account;

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

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

14.4.22 circumvent any Kuda policy or determinations about your Electronic Money Account including, but not limited to, attempting to create a new or additional Account when a Electronic Money Account has a negative balance or a balance below the minimum balance applicable to such account or has been restricted, suspended or otherwise limited; creating new or additional Electronic Money Accounts using Information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Kuda Electronic Money Account;

14.4.23 harass our employees, agents, or other Users;

14.4.24 refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;

14.4.25 use the Kuda Services in a manner that we believe may be a violation of any applicable electronic payment network rules, card association or network rules, or applicable law;

14.4.26 use the Kuda Services to trade FX for speculative purposes or for FX arbitrag

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

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

14.4.29 have a credit score provided by a third-party provider of Kuda choosing which indicates a higher level of risk, associated with your use of Kuda service.

15. Transaction Limits

15.1 We reserve the right to impose at our sole discretion limits on Transactions, based on criteria determined by us which we do not not have to disclose.

16. Suspending Your Use of Kuda Services

16.1 We reserve the right without liability to change, suspend or discontinue any aspect of Kuda’s Services at any time, including hours of operation or availability of Services or Features and this could be for various reasons including security, downtime, system upgrades amongst others. We would, however, as much as is reasonably practical, we would provide you with prior notice.

17. Our Right to Set-Off

17.1 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. For the avoidance of doubt, this includes if one of the currency balances in your Electronic Money Account shows that you owe us an amount of funds for any reason or has a negative balance, Kuda may set-off the amount you owe us by using funds you maintain in that currency or in a different currency balance or by deducting amounts you owe us from money you receive into your Electronic Money Account, or money you attempt to withdraw or send from your Electronic Money Account, or in a different Electronic Money Account which you control and by deducting funds from any withdrawals you attempt to make.

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

18. Our Liability, General Liability

18.1 Except where you have acted fraudulently, you will not be liable for any losses incurred in respect of a Kuda Bank Transfer which was not authorised by you which occurs after you have notified us, without undue delay, on becoming aware of the loss, theft, misappropriation or unauthorised use of the Kuda App.

18.2 We shall not be liable for non-execution or defective execution in relation to a Kuda Bank Transfer we have made in accordance with a unique identifier given to us by you which proves to be incorrect.

18.3 We are not liable to you for the correct execution of a Kuda Bank Transfer, if we can prove to you (and where relevant, to any payee’s payment services provider) that the payee’s payment services provider received the payment within the appropriate time period. We will however, upon your request, make efforts to trace any non-executed or defectively executed payment transactions or any Kuda Bank Transfers which were correctly executed to an account which is deemed fraudulent and notify you of any outcome involving our search.

18.4 Please note any restriction on your liability in relation to an unauthorised or incorrectly executed payment transaction set out in the Payment Services Regulations 2017 does not apply to losses in relation to Electronic Money Exchanges or Monetary Exchanges.

18.5 We shall no be liable to you for any;

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

18.5.2 losses as a result of a requirement imposed on us by the Payment Services Regulations 2017 or the Electronic Money Regulations 2011 or our obligations under the laws of any other jurisdiction.

18.6 You are responsible for all liabilities, financial or otherwise, incurred by Kuda, a Kuda User, or a third party caused by or arising out of your breach of these Terms, your use of Kuda Services, and any use of your Kuda Account. You agree to reimburse Kuda, a Kuda User, or a third party for any and all such liability, to the extent not prohibited by applicable law.

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

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

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

18.9.1 your inability to use Kuda Services for whatever reason;

18.9.2 delays or disruptions in Kuda Services;

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

18.2.4 glitches, bugs, errors, or inaccuracies of any kind in the Kuda Services;

18.2.5 the content, actions, or inactions of third parties;

18.2.6 a suspension or other action taken with respect to your Kuda Account;

18.2.7 your need to modify practices, content, or behaviour, or your loss of or inability to do business, as a result of changes to these Terms or Kuda policies;

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

19. Refusing / Delaying Payment Transactions

19.1 We review Account and Payment Transaction activity at various times, including when you initiate a transfer of funds out of your E-Wallet, for amongst other things, suspicious or illegal activity. If and where appropriate we have the right to refuse any Payment Order and / or delay and investigate the execution of the Payment Transaction where:

19.1.1 you have not provided the information required to execute the Payment Order and / or any additional information we have requested about the Payment Transaction;

19.1.2 you fail to Authorise the Payment Transaction in accordance with any request to do so;

19.1.3 if Applicable Law prohibits the Payment Transaction from being executed and / or we are required to carry out further financial crime checks;

19.1.4 If we believe or suspect that a Payment Transaction may be fraudulent or relate to any other criminal activity;

19.1.5 you have breached the Agreement in any manner, or the carrying out of the Payment Transaction would result in such a breach;

19.1.6 there is an insufficient E-Money balance for the full value of the Payment Transaction and any applicable fees;

19.1.7 executing the Payment Transaction would cause a breach of a payment limit;

19.1.8 if a bankruptcy order or any analogous proceedings are made against you;

19.1.9 if a third party prevents us from making the payment (for example, one of the payment systems we are required to use for the Payment Transaction);

19.1.10 the Payment Transaction can only be executed via a Payment System that we are not part of; and / or

19.1.11 the services provided to you have been suspended (in any way).

19.2. We reserve the right to also take any of the following actions following a review:

19.2.1 hold funds subject to a Payment Transaction;

19.2.2 apply funds to a negative E-Wallet balance or use funds to offset a loss incurred by us;

19.2.3 suspend or terminate your Account;

19.2.4 seize funds to comply with a court order, warrant, and / or other legal process; and / or

19.2.5 reverse a Payment Transaction (i.e. return funds to the payer’s E-Wallet).

19.3 If a Payment Order is subject to an investigation, we may place a hold on the payment and, subject to the Applicable Laws, provide notice to the recipient. Following our review, we may either approve or cancel the Payment Order. If we approve a Payment Order, we shall provide notice to the recipient. If the Payment Order has been cancelled, we may, subject to the Applicable Laws, return the E-Money to your E-Wallet. Where an investigation is ongoing, we reserve the right to freeze your Account.

19.4 We also reserve the right to freeze and block your Account if we deem any funds to have been acquired illegitimately or where you are unable to provide details of the original source of the funds from your Nominated Account to your E-Wallet.

19.5 If a Payment Order is refused / Payment Transaction delayed, provided it is permitted by Applicable Law, you will be informed of the action taken and its reasons in advance or, if that is not possible, immediately after.

20. Payment Limit

20.1 From time to time, we may set payment limits on the value of Payment Transactions you may carry out:

20.1.1 in respect of a single Payment Transaction; and / or

20.1.2 in respect of cumulative Payment Transactions over a specified period of time.

20.2 Applicable payment limits are available on the Website. We shall increase or decrease any payment limits at our sole discretion and shall notify you in advance of any changes made.

20.3 If you wish to increase or decrease the payment limit, then you should contact us at helpuk@kuda.com

20.4 We shall increase any payment limits only at our sole discretion and shall not be obliged to increase any payment limit. We shall have the right to ask you for information and documents to substantiate and certify the need for increasing a payment limit.

21. Unauthorised Payments

21.1 Where an unauthorised Payment Transaction is made from your Account you will only be bear the liability of loss within the first 4 hours of successfully reporting the loss incurred as a result of unauthorised Payment Transactions arising:

21.1.1 from the use of your Authentication Instrument when these have been lost or stolen; or

21.1.2 where you have failed to keep your Authentication Instrument safe.

21.1.3 Your loss Authentication Instrument could not be used afterwards even if it is retrieved.

21.2 You shall not bear any liability for unauthorised Payment Transaction in cases where:

21.2.1 the damage was caused by our action or inaction (including that of our employees and / or agents);

21.2.2 the loss, theft or misappropriation of the Authentication Instrument was not detectable by you prior to the Payment Transaction;

21.3 Except where you have acted fraudulently, you shall not bear any liability for unauthorised Payment Transaction in cases where:

21.3.1 you have already notified us of the loss, theft or misappropriation of the Authentication Instrument;

21.3.2 we do not require strong customer authentication in circumstances where it should have been required; and / or

21.3.3 the Authentication Instrument has been used in connection with a distance contract (for example, an online purchase).

21.4 You will bear full liability for any unauthorised Payment Transactions in cases where:

21.4.1 you have committed fraud; or

21.4.2 you have intentionally or due to gross negligence breached one or several of the obligations regarding the keeping of Authentication Instrument safe as stipulated in the Agreement; or

21.4.3 you have intentionally or due to gross negligence failed to notify us without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of the Authentication Instrument.

21.5 Where you are not liable in full for an unauthorised Payment Transaction, we shall return to you the relevant amount (including any fees and interest) by no later than the next Business Day after the day on which we learned about the unauthorised Payment Transaction.

22. Unexecuted and incorrectly executed payments

22.1 We will not be liable for any loss or costs you may suffer as a result of us acting on your instructions (regardless of whether or not that loss / costs could have been foreseen).

22.2 If you are an Individual or Micro Enterprise, in cases where we have not executed or have incorrectly executed a Payment Transaction, you shall have the right to claim an immediate refund from us of the respective payment amount without any deductions being made from the payment amount. In case we charge a service fee from you upon executing the Payment Transaction then you shall have the right to claim a refund from us of the respective service fee together with interest for late payment calculated from the service fee in accordance with the statutory rate for interest for late payment. If we have, upon executing the Payment Transaction, made any unjustified deductions from the payment amount, then we are obliged, without delay, to forward such unjustifiably deducted amounts to the recipient of the payment.

23. Term and termination

23.1 Once this Agreement is effective, there is no minimum contract period. This Agreement shall continue until it is terminated.

23.2 You may terminate this Agreement at any time, subject to you emailing us at helpuk@kuda.com and requesting that we close your Account.

23.3 In connection with our obligations under Applicable Law, we reserve the right to refuse to provide any services to you and the right to immediately terminate this Agreement entered into with you, in the occurrence of one or several of the following circumstances:

23.3.1 you are not:

  • at least 18 years of age;
  • capable of entering into legally binding contracts;
  • a resident of the UK;

23.3.2 we are unable to apply one or several due diligence measures to you to its full satisfaction, including being unable:

  • to identify your purpose on using our services;
  • to verify your identity and, where relevant, that of any beneficial owners we consider relevant; and / or;
  • to obtain sufficient understanding supported by relevant documents and / or information on the origin of your funds, source of your wealth or other proof of your financial situation;

23.3.3 you do not, regardless of our demand, present us with additional information and / or documents, which we are obliged to collect under Applicable Law;

23.3.4 you carry out any activity in breach of Applicable Laws, or which we consider harmful (either to the App or to another person) or immoral;

23.3.5 you have:

  • presented us with incorrect or insufficient information and / or documents;
  • not performed an obligation under this Agreement; or
  • caused damage to us or created a threat giving rise to such damage;

23.3.6 we suspect that you may be involved with or that the services provided to you may be used for money laundering, terrorist financing, fraud or any other illegal activity and we are unable to remove such suspicions;

23.3.7 there are circumstances related to you or a person affiliated with you which indicates to a higher risk of money laundering, terrorist financing, fraud or any other illegal activity and, in connection thereof, we do not wish to provide services to you;

23.3.8 you or a person affiliated with you are or has been the subject of UK or an international financial sanction;

23.3.9 you have overdue payables to us for which we have the right to claim from you for interest for late payment;

23.3.10 a competent public authority or another competent authority, including any competent law enforcement authority, supervision authority, tax authority, court or bailiff, has given us a lawful order to terminate your Account or to restrict the services provided to you in any other way;

23.3.11 an administrator of an international clearing system, including an international card organisation, a correspondent bank working with us or any other intermediary to the services provided to you demands that we restrict the services provided to you; and / or

23.3.12 we may not provide services to you under Applicable Law and / or we have the right under Applicable Law to refuse from providing services to you and / or we have the right under Applicable Law to immediately terminate the Agreement entered into with you.

23.5.13 If we have exercised our right stipulated to you or to terminate an Agreement entered into with you it shall not be liable to you for any costs, losses, claims, and expenses caused to you as a result of it taking this action.

24. Consequences of termination

24.1 Upon termination of this Agreement for any reason, we have the right to prohibit your access to the Services, including without limitation by deactivating your Account, and to refuse future access to the Services by you or if a business entity, its parent, affiliates or subsidiaries or its or their successors.

24.2 Upon the termination of this Agreement, we shall:

24.7.2.1 reject any Payment Transactions that have not yet been deemed to be received;

24.2.2 close your E-Wallet; and

24.2.3 redeem any remaining E-Money held in your E-Wallet to your Nominated Account, less any fees due and payable to us

24.3 If we are unable (for whatever reason) to redeem any remaining E-Money held in your E-Wallet to your Nominated Account following a termination, we will retain the credit balance in a segregated account until notified of a valid payment account (which would be capable of satisfying the requirements of a Nominated Account) to which it can transfer the funds.

24.4 Where there is an insufficient balance of E-Money to satisfy all fees due and payable to us, you will be required to transfer any outstanding amounts (after the amounts due and payable have been offset against the E-Wallet balance) to an account nominated by us within 5 Business Days.

24.5 We are not required to redeem any E-Money from your E-Wallet where you made a request for redemption more than six years after the date of termination of this Agreement.

25. Statements

25.1 You may at any time view or download a statement of E-Money issuances, Payment Transactions and Redemptions made to or from your account via the App in a section labelled “Account History” and we shall make available to you a monthly account statement for the previous 12 months from the date of your request. If this statement shows any transaction which was not made by you, please report this by reaching out to us at helpuk@kuda.com

26. Fees

26.1 Please defer to the Fee Schedule for the services provided to you by us under this Agreement.

27. Notices

27.1 All notices / communications made in respect of the Agreement, and any provided under it by us, will be in English.

27.2 We may provide you with notices/communications in connection with the services provided to you via:

27.2.1 the App – when you login to the App;

27.2.2 post – to the most recent postal address you provided to us; or

27.2.3 e-mail – to the most recent e-mail address you provided to us.

27.3 You undertake that the co ntact details provided to us are up to date and that you can be reached using these contact details. If the contact details should change, then you shall without delay provide us with your updated contact details.

27.4 Notices sent to you by us are deemed to have been received by you when:

27.4.1 sent by post – three Business Days after being posted;

27.4.2 sent by E-Mail – on the Business Day it is sent;

27.4.3 the App - on the Business Day it is accepted through the App.

27.5 Any notice to us must be sent by post to: FAO: Legal Department, 5 New Street Square, London, United Kingdom, EC4A 3TW or by email to help.uk@kuda.com

27.6 If you notify us of any event orally, we may require that you send us written confirmation within 10 Business Days. During the course of our investigation of such an event, we may request additional information from you.

28. Privacy and Data Protection

28.1 Protecting your privacy is very important to us. Please review our Privacy Policy in order to better understand our commitment to maintaining your privacy and protecting your data, as well as our use and disclosure of your information.

29. The App

29.1 The App works on an application linked to a particular device and operating system, such as the Apple iOS operating system. We are solely responsible for providing maintenance and support services for the Services. Covered Third Parties have no obligation to provide maintenance or support services for the Services. Covered Third Parties have no warranty obligations whatsoever with respect to the Services and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Services to conform to any warranty provided by us, if any, will be our sole responsibility. We, not any Covered Third Parties, are responsible for addressing any claims relating to the Services, including, but not limited to:

29.1.1 product liability claims;

29.1.2 any claim that the Services fail to conform to any applicable legal or regulatory requirement;

29.1.3 claims arising under consumer protection or similar legislation; and

29.1.4 intellectual property claims.

29.2 If you are using the Services on an Apple device, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary. Such rights may also accrue to other handset manufacturers and operating systems which participate in the Services.

29.3 The Services enable you to send and receive payments through your mobile phone via SMS or mobile data plan. If you use the Services on your mobile phone, you are responsible for any fees that your phone service provider charges for SMS, data services, etc. Your mobile phone service provider is not the provider of the Services.

30. Intellectual Property

30.1 The Kuda UK Website (and any other website operated by us) may feature third party offers and enable product searches. We do not warrant that product descriptions, pricing, search results, user ratings and reviews or any other content on any such website is accurate, complete, reliable, or current. This information is provided for informational purposes only and does not constitute an endorsement by us of any product, service, or vendor.

30.2 “kuda.com/uk” Kuda UK, and all related logos, products, and services described on any other operated by Kuda UK (including the Website) and any mobile application operated by Kuda UK (including the App) are either trademarks or registered trademarks of Kuda UK or its affiliates (including, in particular, Kuda Parent) or licensors. You may not copy, imitate, or use them without Kuda prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and / or trade dress of Kuda UK. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by Kuda UK through our vendor services, SMS tools, promotional tools, or affiliate programs without prior written consent for the purpose of directing web and SMS traffic to the service. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to Kuda UK or the Service or display them in any manner that implies Kuda UK’s sponsorship or endorsement. All right, title, and interest in and to any website operated by Kuda UK and any content thereon is the exclusive property of Kuda UK and its licensors. Certain other product or service names, brand names and company names may be trademarks of their respective owners.

30.3 Certain Services require the use of software and software applications provided to you through Kuda (collectively “Software”) owned by Kuda Technologies . (“Kuda Parent”) and its licensors grant you a limited, nonexclusive licence to use Kuda Parent’s Software that we provide to you solely in accordance with this Agreement and any user documentation we may provide, including all updates, upgrades, new versions and replacements of the Software (all of which become part of the “Software”) for your personal use only in accordance with this Agreement. If the Software will be downloaded to a mobile device, this licence extends to your use of the Software on a device that you own or control, as long as your use is permitted by the usage rules set forth for your particular device (for example, the Apple App Store Terms of Use). You may not rent, lease or otherwise transfer your rights in the Kuda Parent Software to a third party. You must comply with the implementation and use requirements for the Kuda Parent Software contained in this Agreement or in any Services documentation we provide to you. If you do not comply with such implementation and use requirements, you will be liable for all resulting damages suffered by you, us, or any third parties. You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the software. You acknowledge that all rights, title and interest to the Software are owned by Kuda Parent. Your rights to use the Software cease immediately upon termination of this Agreement and you must delete all of your copies of the Software.

31. Applicable Law and Dispute Resolution

31.1 This Agreement will be governed by English law and the courts of England and Wales will have exclusive jurisdiction over any claim, dispute or matter.

HOW TO CONTACT US

We take all complaints seriously. If you are dissatisfied with any aspect of the Services that you have received from Kuda, you can send a complaint to complaintuk@kuda.com.

Our complaints procedure sets out the process for submitting and resolving any complaints. A final response to your complaint, or a letter explaining why the final response has not been completed, will be sent to you within 15 Business Days of your complaint having been made, and in exceptional circumstances, within 35 Business Days (and we will let you know if this is the case). Should this not be possible due to unforeseen circumstances or lack of information, we will contact you.

If after having received our final response you are still unhappy or not satisfied, you may, if your complaint falls with the Financial Ombudsman’s Jurisdiction, be able to take your complaint to the Financial Ombudsman Service (FOS) details of which are available on the following link: https://www.financial-ombudsman.org.uk/faqs. You can also call the FOS on 0800 023 4567 (free for most people ringing from a fixed line) or 0300 123 9123 (cheaper for those calling using a mobile) or 44 20 7964 0500 (if calling from abroad) or write to: The Financial Ombudsman Service, Exchange Tower, London E14 9SR Email: complaint.info@financial-ombudsman.org.uk

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