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Business Mastercard Prepaid Card

Caxton Corporate Prepaid Card Terms and Conditions

These terms and conditions apply to Your multicurrency corporate prepaid Card and/or Your sterling corporate prepaid Card. You should read them carefully before accepting them. You accept them by ticking the box “I confirm that I have read, understood and agree to the Caxton Payments Limited (“Caxton”) prepaid Currency Card terms and conditions” as part of Your online registration. In these terms and conditions “You” or “Your” means the named Organisation and the Cardholder(s). “We”, “Us” or “Our” means the Company, PSI-Pay Limited or the Programme Manager, as the context may require.

1. Definitions

In these terms and conditions the following words and expressions have the following meanings:

“Account” means Your Caxton Mastercard Business account which is linked to the use of Your Card(s) and is maintained for Your Card(s);

“Agreement” means Your submitted application and this Agreement of open-ended duration between You and Us incorporating these terms and conditions, as amended from time to time and any other document which You are required to sign for the provision of the Account and Mastercard Business Traveller Card(s);

“ATM” means an automated teller machine;

“Authorised Administrator” means the person(s) nominated by You (the organisation) to administer the Card(s) on Your behalf;

“Cardholder” means an individual to whom a Card(s) is supplied by You (the organisation) under these Terms and Conditions;

“Authorised” means an act of authorising the payment transfer by using the Card together with (i) the PIN or with (ii) the CVV code and Expiry Date or with (iii) the signature of the Cardholder or with (iv) Contactless;

“Available Balance” means the value of unspent funds loaded onto Your Account, belonging to the Company and available for use by the Cardholder in a Card Currency;

“Business Day” means a day other than a Saturday or Sunday on which banks are open for business in the UK;

“Card” means any or all of the following, as the context suggests: (1) a Card, which is a personalised Mastercard corporate prepaid card provided by Us to You, (2) any Card provided by Us to You as replacement for a Card;

“Card Currency” means 1. GBP 2. EUR 3. USD 4. AUD 5. CAD 6. NZD 7. HKD 8. CHF 9. JPY DKK 11. ZAR 12. PLN 13. SEK 14. NOK 15. HUF; “Cardholder Services” means businesstraveller@caxton.io or +44 20 7201 0528;

“Card Not Present” means a contract (subject to exceptions) concerning goods or services concluded between a supplier and a company under an organised distance sales or service provision scheme run by the supplier who, for the purpose of the contract, makes exclusive use of one or more means of distance communication up to and including the moment at which the contract is concluded. Where “distance communication” is any communication by which, without the simultaneous physical presence of the supplier and the consumer, may be used for the conclusion of a contract between those parties;

“Director” means a person who has been validly appointed as a Director to the Company;

“EEA” means European Economic Area;

“E-money” means electronic money as defined in clause 6 and as defined section 2(1) of the Electronic Money Regulations 2011 (as amended from time to time);

“Expiry Date” means the expiry date printed on the Card;

“Fees & Limits Schedule” means the schedule contained herein;

“Fee” means any fee payable by the Cardholder, as referenced in the Fees & Limits Schedule;

“Gross Negligence” means a failure by a party (by act or omission) to exercise reasonable care and skill in performing or failing to perform an obligation, where such party demonstrates indifference to or a serious, deliberate or reckless disregard for a reasonably foreseeable risk;

“Issuer” means PSI-Pay Limited;

“KYB” means Know Your Business, which stands for requirements for knowledge of and information on customers of regulated entities or for regulated activities in order to comply with anti-money laundering and counter-terrorist financing law;

“KYC” means Know Your Customer, which stands for requirements for knowledge of and information on customers of regulated entities or for regulated activities in order to comply with anti-money laundering and counter-terrorist financing law;

“Limitation Period” means the period of six (6) years following the termination of the Agreement;

“Merchant” means a retailer or any other person that accepts payment via the System;

“Named Organisation” means the corporate entity that has successfully registered for a Payment Service and has been issued with at least one Card by Us and is both legally and financially responsible for the Payment Services;

“Payment Order” means the Merchant’s payment service provider’s instructions to Us to execute a Transaction following Your authorisation of the Transaction;

“Payment Services” means all payment services and any related services available to the Cardholder under the Agreement through the use of the Card;

“PIN” means the personal identification number necessary to access the Payment Services;

“Programme Manager” means Caxton Payments Limited, a company registered in England and Wales with number 4610337, of 2 Leman Street, London, E18FA, UK;

“Registered Email and Password” means a set of personal codes selected by or provided to You to access the secure part of the Website associated with the Card;

“System” means Mastercard and its payment network;

“Transaction” means realising: (i) a payment, or a purchase of goods or services from a Merchant where payment is made (in whole or in part) by use of the Payment Services, including where payment is made over the Internet, by phone or mail order or (ii) a cash withdrawal made from an ATM or bank using a Card plus any Transaction fees charged by Us in connection with Your cash withdrawal as set forth in this Agreement;

“undue delay” means, in this Agreement, a delay that is unreasonable and unnecessary in light of all the circumstances;

“We”, “Us” or “Our” means Caxton, PSI-Pay Limited, or the Programme Manager, as the context may require; “Website” means https://www.caxton.io/business

“You” or “Your” means the applicant Company and the Cardholder as applicable.

2. Contact details

Your Card can be managed online at https://www.caxton.io. You may report Your Card lost or stolen by calling +44 20 7201 0528.

If there is anything You do not understand or agree with, please contact Us using Our Contact Details:

Telephone: +44 20 7201 0528 Mailing address: Caxton Payments, 2 Leman Street, London, E18FA, UK Email: businesstraveller@caxton.io. You can download a copy of the Agreement at any time from Our Website. We will also send You an electronic copy of the Agreement by email upon Your request.

3. This Agreement

The Agreement governs the relationship between You and Us for the provision of the Payment Services by Us to You. This Agreement also contains important warnings and information that may affect Your rights and Your ability to use the Payment Services. You accept the Agreement by ticking the box “I confirm that I have read, understood and agree to the Caxton Mastercard Corporate Prepaid Card terms and conditions” as part of Your online registration. This Agreement does not give You any rights against the System, its affiliates or any third party. The Card remains the property of PSI-Pay Limited and is not transferable to anyone else.

4. Your Caxton Mastercard prepaid Card

You can use the Card at any location that displays the Mastercard acceptance mark, including online or on the telephone.

Your Card is an electronic money prepaid card, it is not a credit, charge or debit card. As the Payment Services are prepaid payment services and not a credit or bank product, You must therefore ensure that there is a sufficient Available Balance to pay for each purchase, payment or cash withdrawal that You make using the Payment Services (including value

added tax and any other taxes, charges and fees that are applicable). If for any reason a Transaction is processed and the Transaction amount exceeds the Available Balance, You must repay Us the amount of such excess immediately and We will be entitled to stop any existing or subsequent Transactions from proceeding.

5. Registering for and activating your prepaid Card

To register for the Card You must be at least 18 years old, a UK resident and approved to use the Card by a Director of the Company. You must comply fully with Our KYC procedures as set out at www. caxtonfx.com/business. We will require evidence of who You are and Your address for Our KYC procedures. We may ask You or the Company to provide some documentary evidence to prove this and/or We may carry out checks on You electronically.

To activate Your new Card You must use the activate function after logging into Your online account.

You must sign the signature strip on the back of the Card as soon as it is received.

6. Loading of the Card

The Card can be loaded with funds only by the Company and in the Company’s sole discretion subject to the agreement between the Company and the Issuer. Only an Authorised Administrator will be able to load the Card. Cardholders will not be able to load the card. We will issue the Company with an amount of electronic money equivalent to the funds loaded (“E-money”).

The E-money belongs to the Company at all times and the Company is the sole E-money holder. The Company will grant Cardholder permission to use its E-money available on the Card subject to the Agreement. The Company reserves the right to withdraw its permission at any time, without notice and for any reason. Cardholders will not have permission to use the Card once they are no longer an employee of the Company.

The minimum load value for both the initial load and subsequent reloads is GBP 50. Your Card cannot be loaded more than twice in any one day. The Available Balance on Your Card can never exceed GBP 15,000 at any time. We reserve the right to refuse to accept any particular loading Transaction.

Once loaded, funds will usually be available for use on the Card within minutes.

7. Service limits

Transactions may be restricted by Card type, individual usage patterns and payment risk profiles. For anti-money laundering and anti-fraud reasons We reserve Our right to change particular payment restrictions (including from those published or included herein) without notice and to the extent required to meet Our regulatory obligations. See further information on service limits on the Website.

8. Use of the Payment Services

You will need access to the Internet in order to use the Payment Services. You can use the Payment Services up to the amount of the Available Balance for Transactions (i) via the Internet, (ii) at Merchants and (iii) to make cash withdrawals from ATMs. If the Available Balance is insufficient to pay for a Transaction, some Merchants will not permit You to

combine use of a Card with other payment methods. Cashback at participating merchants may also be possible, however, any limits imposed are at the Merchant’s discretion.

We will deduct the value of Your Transactions from the Available Balance on Your Card. We will also deduct any applicable fees as soon as they become payable based upon the relevant (multicurrency and/or sterling) rates fees and limits schedule set forth in clause 21. In addition, Your withdrawal may also be subject to any applicable fees, limits, rules and regulations of the relevant ATM operator or bank. It is Your responsibility to check whether any such additional fees apply, as they cannot be refunded once the cash has been withdrawn.

In order to protect You and Us from fraud, Merchants and ATM operators will seek electronic authorisation before processing any Transaction. If a Merchant or ATM operator is unable to get an electronic authorisation, they may not be able to authorise Your Transaction.

Like other payment card issuers, We cannot guarantee a Merchant, an ATM operator or a bank will accept Your Card. We may at any time suspend, restrict or terminate Your Card, refuse to issue or replace a Card or refuse to authorise a Transaction for reasons relating to the following:

• if We have reasonable grounds to believe that the security of Your Card has been compromised or suspect that Your Card is being used in an unauthorised or fraudulent manner;
• if there are insufficient funds on Your Card at the time of the Transaction to cover the amount of the Transaction and any applicable fees;
• if there is an outstanding Shortfall (as defined in clause 15) on the Card in accordance with clause 16;
• if We have reasonable grounds to believe that You are acting in breach of this Agreement;
• if We have reasonable grounds to believe that the Transaction is potentially suspicious or illegal (for example, if We believe that the Transaction is being made fraudulently) or because of errors, failures (whether mechanical or otherwise) or refusals by Merchants, payment processors or payment schemes processing Transactions, or
• if We need to do so in order to comply with the law.

If We do this, We will inform You of the action taken and its reasons in advance or, if that is not possible, immediately after, unless to do so would compromise reasonable security measures or be otherwise unlawful. We will reactivate Your Card and where appropriate issue You with a replacement Card if after further investigations We reasonably believe that the reasons for the action no longer apply.

The named Organisation or Company will remain responsible for the use of the Payment Services.

Your ability to use or access the Payment Services may occasionally be interrupted, for example, if We need to carry out maintenance on Our systems. Please contact Cardholder Services via Our Website to notify Us of any problems You are are experiencing using Your Card and We will endeavour to resolve any inability to use or access the Payment Services.

9. Conditions of use at certain Merchants

In some circumstances We or Merchants may require the Available Balance on the Card to be in excess of the Transaction amount to allow for tips and gratuities. For example, at restaurants You may be required to have 15% more on Your Card than the value of the bill to allow for any gratuity or service charge added by the restaurant or You.

Another example could be if You use Your Card at an automated fuel dispenser (“pay at the pump”), the Merchant may preauthorise the Transaction amount up to £100.00 or more. If Your Card is declined, even though You have sufficient funds available, You should pay for Your purchase using Your Card inside with the cashier. If You use Your Card at a hotel, for a car rental purchase, or for similar purchases, the Merchant may preauthorise the Transaction amount for the purchase amount plus up to 20% or more to ensure there are sufficient funds available to cover tips or incidental expenses incurred. Any preauthorisation amount will place a “hold” on the Available Balance until the Merchant sends Us the final payment amount of Your purchase. Once the final payment amount is received, the preauthorisation amount on hold will be removed. It may take up to thirty (30) days for the hold to be removed. During the hold period, You will not have access to the preauthorised amount.

Some Merchants may not accept payment using Our Payment Services. It is Your responsibility to check the policy with each Merchant. We accept no liability if a Merchant refuses to accept payment using Our Payment Services.

10. Keeping Your Card secure and Your liability

You are responsible for Your Card, PIN, Registered Email and Password. Do not share Your Card security details (PIN, Account ID and Password) with anyone.

You must take all reasonable steps to keep Your PIN, Registered Email and Password safe and separate from Your Card or any record of Your Card number, and not disclose it to anyone else. This includes:

• not keeping Your PIN with Your Card;
• not storing the PIN on a device which is not password protected or on a device which is accessible to others;
• never sharing Your PIN with anyone;
• when entering Your PIN, taking all reasonable steps to ensure it cannot be observed by others;
• not entering Your PIN into any terminal that appears to be modified or suspicious, and
• if You believe that anyone has gained unauthorised access to Your PIN, notifying Us without undue delay following the procedures in clause 17.

You will need a PIN in order to make payments at a Merchant or cash withdrawals (from an ATM or a bank) with the Card. The PIN can only be obtained by logging into Your account and using the PIN reveal facility.

If You forget Your PIN, the PIN can be obtained by logging into Your account and using the PIN reveal facility

You created or were given a Registered Email and Password by the Authorised Administrator. You will need this Registered Email and Password to perform the following functions in relation to Your Payment Services online:

• changing Your registered details;
• checking the amount of Available Balance;
• checking Transaction details;
• reporting Your Card as lost or stolen;
• changing Your Password. The Payment Services may only be used by the Cardholder.

We recommend that You check the Available Balance on Your Card regularly online on the Website. We will provide the Cardholder with the Available Balance and a statement of recent Transactions on the Card either by electronic means or on Our secure webpage at any time. We also recommend and instruct You to go thoroughly over all Your Transactions on a regular basis online on the Website. Your statement will show:

• information relating to the Merchant and the Transaction reference;
• the amount of the Transaction shown and in the case of Your multicurrency corporate prepaid Card, the currency in which the Transaction was debited to the Account;
• the amount and breakdown of charges for the Transaction;
• in the case of Your multicurrency corporate prepaid Card, the exchange rate We used in the Transaction, if any, and the amount of the Transaction after any currency conversion, and
• the date the Transaction was debited to the Account.

You will be liable for all losses, including any related fees and charges, for any unauthorised Transaction if We can show that You have (i) acted fraudulently or (ii) failed with intent or gross negligence to use and keep safe Your Card, PIN, Registered Email and Password in accordance with this Agreement.

You will also be liable for all losses, including any related fees and charges, for any unauthorised or incorrectly executed Transaction if You fail to notify Us without undue delay on becoming aware of the Transaction, and in any event within thirteen (13) months of the Transaction debit date.

You will also be liable for any debit balance that may arise due to properly authorised transactions. Any debit balance that arises is repayable on demand.

In all other circumstances Your maximum liability will be as set out in this clause 10 and in clauses 17 and 19.

If You believe that someone else knows Your Account or Card security details, You should contact Us without undue delay.

Once the Card has expired or if it is found after You have reported it as lost or stolen, You agree to destroy it by cutting it in two through the magnetic strip and chip.

We reserve the right to enforce this Agreement arising out of a material breach of any of the terms and conditions of this Agreement by You or by Your intent, gross negligent or fraudulent conduct and seek any legal costs in so doing.

Your card is a prepaid card and is not a credit card. As a result, you may not benefit from the same protections afforded to credit card users should you have a dispute with a merchant for non-delivery of goods or services.

11. Authorising Transactions

Subject to the features of a particular Card, the authorisation of a Transaction can include authorising any single Transaction, a series of or recurring Transactions (including Transactions for an indefinite period) or pre-authorising future Transactions of a certain or uncertain amount. A Transaction will be regarded as authorised by You where You authorise the Transaction by following the instructions provided by the Merchant to authorise the Transaction, which may include:

• entering Your PIN or providing any other security code;
• signing a sales voucher;
• providing the Card details and/or providing any other details as requested; and/or
• waving/swiping the Card over a card reader or inserting Your Card into a card reading device for the purpose of making a payment;
• insert a Card and enter Your PIN to request a cash withdrawal at an ATM, or
• make a request for a cash advance at a bank counter.

Once a Transaction is authorised, it cannot be withdrawn or revoked unless both the Merchant and We agree to allow You to revoke it at Our discretion. However, the following Transactions may be withdrawn if You give notice to the Merchant and provide a copy of the notice to Us:

• any Transaction which is agreed to take place on a date later than the date it was authorised as long as the notice was provided no later than the close of business on the Business Day before it was due to take place, and
• direct debits if they are to occur after the date of the withdrawal.

Within the EEA We will ensure transfer of the payment to the payment service provider of the Merchant by the end of the next Business Day following the receipt of the Payment Order. If the payment service provider of the Merchant is located outside the EEA, We will effect payment as soon as possible. If We receive the Payment Order after 16:30hrs, it will be deemed received by Us on the following Business Day.

12. Communications regarding Your Card

You can check the Available Balance and Transaction history at any time by logging onto Your online Account. The online service is free and You can download Card statements there. You can also check the Available Balance and Transaction history by phoning +44 20 7201 0528. We recommend that You login at least monthly to review Your transactions.

13. Cancelling the Card and terminating the Agreement

If You are a Director or Company Secretary and You wish to cancel the Payment Services or terminate this Agreement at any time, You must request cancellation or termination online by sending an email to businesstraveller@caxton.io informing Us of Your wish to cancel or terminate. You must email Us from the email address registered on Your online account. Alternatively, you can call us to give the same instruction. Our Cardholder Services department will then suspend all further use of Your Payment Services.

You may terminate this Agreement or individual Cards by giving one (1) month’s notice. If You terminate within the first six (6) months, We will charge the full six (6) months fees to cover Our costs incurred in setting up Your account and issuing individual Cards. If You cancel after six (6) months You will only pay the one (1) month’s fee applicable during the notice period.

If Your Card is cancelled or the Agreement terminated, any Available Balance will be returned to the Company pursuant to Our agreement with the Company. We reserve the right not to return the Available Balance for a short period until any pending transactions have been processed.

Once the Payment Services have been cancelled, it will be Your responsibility to destroy Your Card.

If, following reimbursement of the Available Balance to the Company, any further Transactions are found to have been made or charges or fees incurred using the Card or We receive a reversal of any prior Transaction, We will notify You of the amount and You must immediately repay Us such amount on demand as a debt.

14. Right to cancel (“Cooling-Off”)

You have a legal right to cancel Your Card up to fourteen (14) days after You receive it without any penalty fees but subject to deduction of any reasonable costs incurred by Us in the performance of any part of the provision of Payment Services before You cancel - this fourteen (14) day period is known as the “Cooling-Off Period”.

If You contact Us within this fourteen (14) day period and inform Us that You wish to withdraw from this Agreement, You must not use the Payment Services. We will then cancel the Payment Services and reimburse the amount of Available Balance on the Account to the Company. However, We reserve the right to hold Available Balance for up to ninety (90) Business Days from receipt of Your instructions to ensure that details of all Transactions have been received. In the case of Your multicurrency corporate prepaid Card, whenever currency other than a Card Currency is unloaded/removed from the Card before, during or after the fourteen (14) day Cooling-Off Period, it will be exchanged at the current buyback rate - not the rate at which the funds were initially loaded.

After the Cooling-Off Period You may only cancel the Payment Services as described in clause 13 above.

15. Expiry and redemption

Your Card has the Expiry Date printed on it, after which You may not use the Card. However, subject to the Company’s agreement, We will renew Your Card approximately one (1) month prior to the Expiry Date. You will be contacted by email at Your registered email address, where You will be required to reconfirm Your details and that You require a replacement Card. On issuing a replacement Card, the Available Balance held on Your

previous Card will be automatically transferred to Your replacement Card with a new Expiry Date.

Subject to the paragraph above the Available Balance will no longer be usable following the Expiry Date of the Card. Notwithstanding any Expiry Date Your Available Balance is available for redemption by contacting Us at any time before the end of the Limitation Period. After the Limitation Period Your funds will no longer be redeemable.

We will have the right to set-off, transfer, or apply sums held on the Card in or towards the satisfaction of all or any liabilities and fees owed to Us by You that have not been paid or satisfied when due.

Authorisation will be requested for a Transaction at the time of the Transaction. In the unlikely event of a Transaction being completed, for any reason whatsoever, when there are insufficient funds on the Card for that Transaction (“Shortfall”), the Shortfall will be repaid by You unless it is due to an error on the part of the Merchant to which the Card was provided by You as the means of payment. Should You not repay this amount immediately after receiving an invoice from Us We reserve the right to take all steps necessary, including legal action, to recover any monies outstanding.

16. Termination and suspension of Payment Services

Your agreement with Us will expire at the same time as the last card associated with Your account expires. We will advise You before the expiry and We will send You a new card unless You advise Us and close Your account in the interim.

We may terminate the Agreement for any reason by giving You at least two (2) months’ notice. We may terminate the Agreement without prior notice if:

• You breach an important part of this Agreement, or repeatedly breach the Agreement and fail to resolve the matter in a timely manner;
• You fail to pay fees or charges that You have incurred or fail to put right any Shortfall, or
• We are required to do so by law or by the System (for example, where the provision of the Payment Service to You becomes unlawful).

We may also terminate this Agreement or suspend Your Card without prior notice if:

• We reasonably believe Your Card is deliberately being used by You to commit fraud or for other illegal purposes, or
• We discover that any of the information You provided Us with when You applied for Your Card was incorrect.

If We terminate the Agreement without prior notice, We will tell You as soon as We are permitted by law to do so.

17. Lost and stolen Card and Your right to refund for unauthorised Transactions

If You know or suspect that Your Card is lost or stolen, or that the PIN is known to an unauthorised person, or if You think a Transaction has been unauthorised, You must tell Us without undue delay by calling Us on +44 20 7201 0526 (this is a 24 hour service).

A Transaction will be considered to be unauthorised if You have not given Your consent for the Transaction to be made by authorising it as set out in clause 11. In order to get a refund for any unauthorised Transaction, You must report the Transaction without undue delay upon becoming aware of it or otherwise You will lose Your right to a refund. You will not be able to get a refund for any unauthorised Transaction reported after thirteen (13) months have passed following the debit date of the Transaction.

Despite the possible thirteen (13) month refund period You will not be able to claim for a refund for an unauthorised Transaction if the Transaction was correctly displayed in Your online account and You failed to inform Us about the Transaction being unauthorised without undue delay upon seeing the Transaction in Your online account. In this respect We urge You to check Your online account on a regular basis and review Your Transactions carefully.

When You call Cardholder Services, You will be asked to provide Us with Your registered email and some other identifying details. If there is an Available Balance remaining on Your Card, We will replace the Card unless there is evidence that the notified incident had been caused by Your breach of this Agreement, Your intent, gross negligence or Your fraudulent conduct. If We replace the Card, the Card will be delivered to Your registered Company address subject to possible fees. Please see the Fees & Limits Schedule in clause 21.

We will immediately refund the full amount of any unauthorised Transaction reported by You, including any associated fees and charges, provided You notify Us of the Transaction in accordance with this Agreement except that:

• if there is evidence that You acted fraudulently or have with intent or gross negligence failed to comply with the Agreement in relation to the use of the Card and safety of the Card’s security details, We will first carry out a prompt investigation to determine whether the Transaction was Authorised by You and will only refund if the investigation shows that the Transaction was not Authorised by You, and
• if the Card was lost, stolen, compromised or You have failed to keep Your PIN or other security details safe from misappropriation, You will be liable for losses, before notice is given by You to Us, up to a maximum of thirty five (35) GBP (or equivalent in another currency) per transaction.
• Notwithstanding the foregoing, You will be liable for all losses incurred in respect of an unauthorised Transaction where You have acted fraudulently or have with intent or gross negligence failed to take reasonable steps to keep You personalised security details safe or otherwise failed to comply with the Agreement in relation to the use of the Card and safety of its security features.

Except where You have acted with intent, grossly negligently or fraudulently You will not be liable for any losses incurred in respect of an unauthorised Transaction arising after You notify Us of the Transaction in accordance with the Agreement or for any losses that occur where Your Card has been used in a Card Not Present environment.

If there is evidence that You checked the online Transaction history and did not notify Us of the unauthorised Transaction without undue delay, You may not be entitled to a refund.

We reserve the right to investigate any disputed Transaction or misuse of the Card before and after a refund. In order to do so We may need more information and assistance from You and You are required to reasonably cooperate with any investigation by Us or any law enforcement agency or other competent authority. If We make a refund following Your

claim and subsequently establish that there was no right to a refund, We may deduct the refund amount from the Available Balance after notifying the Company and You. If there is not sufficient Available Balance, You must repay Us the amount immediately on demand.

18. Our liability

We will not be liable for any loss arising from:

• Your inability to use the Payment Service as set out in the Agreement (unless such inability was entirely Our fault) or for any reason stated in clauses 10 and 13;
• any cause which results from abnormal or unforeseen circumstances beyond Our control, consequences of which would have been unavoidable despite all Our efforts to the contrary, including but not limited to fault in or failure of data processing systems, lack of funds, maximum withdrawal limits set by ATM operators;
• a Merchant refusing to accept Your Card;
• any issue with the goods or services that are purchased with Your Card;
• any loss or theft that is reported with undue delay or more than thirteen (13) months following the debit date of the Transaction in question;
• Our compliance with legal and regulatory requirements;
• Our suspending, restricting or cancelling Your Card or refusing to issue or replace it in accordance with clause 8 above, or
• loss or corruption of data unless caused by Our wilful default.

From time to time, Your ability to use Your Card may be interrupted, e.g. when We carry out maintenance to improve and keep the service running for Our customers. If this happens, You may be unable to:

• load Your Card
• use Your Card to make a payment, and/or
• obtain information about the funds available on Your Card and/or about Your recent Transactions.

We will not be liable for any loss arising from such interruptions.

We are also not liable for:

• business interruption, loss of revenue, goodwill, opportunity or anticipated savings, or
• any indirect or consequential loss arising from Your total or partial use or inability to use Your Card, or the use of Your Card by any third party.
• To the fullest extent permitted by relevant law, and subject to clauses 17 and 19, Our total liability under or arising from this Agreement will be limited as follows:
• where Your Card is faulty due to Our default, Our liability will be limited to replacement of the Card or, at Our discretion, repayment to You of the Available Balance
• where sums are incorrectly deducted from the Available Balance due to Our fault, Our liability will be limited to payment to You of an equivalent amount, and
• in all other circumstances of Our default, Our liability will be limited to repayment of the amount of the Available Balance to the Company.

No party will be liable for, or be considered in breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.

The above exclusions and limitations set out in this clause 18 will also apply to any liability of Our affiliates such as the Programme Manager, Mastercard or other suppliers, contractors, agents or distributors and any of their respective affiliates (if any), to You, which may arise in connection with this Agreement.

19. Your right to a refund for authorised and incorrectly executed Transactions

You may be able to claim a refund for an authorised Transaction if (i) Your authorisation of the Transaction did not specify the exact amount at the time of the authorisation, and (ii) the amount of the Transaction exceeded what You would have reasonably expected taking into consideration Your previous spending patterns and other relevant circumstances. A claim for a refund of such a Transaction must be made within eight (8) weeks from the date on which the funds were deducted from the Available Balance. We may require You to provide Us with such information as is reasonably necessary to ascertain whether You meet the conditions for the refund. Within ten (10) Business Days of receiving (i) Your claim for a refund or (ii) where applicable, any further information We requested from You, We will either refund the full amount of the Transaction or provide You with justification for refusing the refund.

In order to get a refund for an incorrectly executed Transaction (including non-executed or defectively executed Transaction), You must report the Transaction without undue delay upon becoming aware of it or otherwise You will lose Your right to a refund. You will not be able to get a refund for any incorrectly executed Transaction reported after thirteen (13) months have passed following the debit date of the Transaction.

Despite of the possible thirteen (13) month refund period You will not be able to claim for a refund for an incorrectly executed Transaction if the Transaction was correctly displayed in Your online Transaction history and You failed to inform Us without undue delay about the Transaction being incorrectly executed upon seeing the Transaction in Your online account. In this respect We urge You to check Your online Transaction history on a regular basis and review Your Transactions carefully.

As soon as practicable after You have notified Us of a disputed Transaction in accordance with this Agreement, You must confirm the disputed Transaction in writing by email or by post, setting out full details of the Transaction and Your reason for disputing it. You must provide Us with all receipts and information that are relevant to Your claim.

Where We are liable for an incorrectly executed Transaction, We will without undue delay refund You the amount of the Transaction, restore the Account to the state it would have been had the defective Transaction not taken place and refund any charges and interest that have arisen as a consequence of the non-execution or defective execution of the Transaction provided You notify Us of the Transaction in accordance with this clause 19.

If We refund You following Your claim and subsequently establish that You were not entitled to a refund, We may deduct it from the Available Balance after notifying the Company and You. If there is insufficient Available Balance, You must repay Us the amount immediately on demand.

If You are not satisfied with the justification provided for refusing the refund or with the outcome of Your claim for a refund, You may submit a complaint as described in clause 26.

If We discover, or are made aware of, transactions that You have not authorised, We will contact You as soon as possible, initially by phone, to advise You of the situation and agree a suitable course of action with You.

20. Changes to the Agreement

We may make reasonable changes to the Agreement at any time and will notify You by email or other agreed means at least two (2) months before the change is due to take effect unless We are required by law to change the Agreement immediately or if We reasonably consider the change is to Your advantage and there is no increased cost to You. You will be deemed to have accepted the notified change unless You tell Us that You do not agree to the change prior to the change being effective, in which case the Agreement will terminate without charge upon expiry of the notice. You also have a right to terminate the Agreement immediately and without charge at any point during the notice.

The notices and the most recent version of the Card terms and conditions will always be available on the Website. You may also want to check the Website regularly for any notices and changes.

In the case of Your multicurrency corporate prepaid Card, We may make immediate changes to the exchange rate used to convert the amount of a foreign Transaction between two currencies as applicable.

21. Exchange rates, fees and limits

Exchange rates, fees and limits - Your multicurrency corporate prepaid Card

The Card is a multi-currency Card. As such, for a Transaction made in a Card Currency, there is an order of priority to determine which Card Currency is used for the Transaction. The Card is set up so that You can fully utilise Your entire Available Balance to fund a Transaction. This means that where You do not have funds available on the Card in the currency of the Transaction, either because it is not one of the available Card Currencies on the Card, or because You do not have a sufficient Available Balance in the relevant Card Currency, the Card will use Your Card Currency Available Balances in the default order of priority.

The default order of priority is: 1. GBP 2. EUR 3. USD 4. AUD 5. CAD 6. NZD 7. HKD 8. CHF 9. JPY 10. DKK 11. ZAR 12. PLN 13. SEK 14. NOK 15. HUF.

This means that the Card will first take funds from the relevant Card Currency Available Balance, i.e. if the transaction in question is in US$, the Card will first look to see if You have a sufficient US$ Available Balance and if not, will then work its way through the balances in the above order until the Transaction amount is able to be satisfied.

Where the conversion takes place between any of the 15 Card Currencies, the foreign exchange rate used for allocating funds from one Card Currency to another Card Currency is set and determined by Us and varies each day. Any Transaction made in a Card Currency will be converted in the default order of priority on the day we receive details of that foreign currency conversion. For the exchange rate currently applicable, please click here Caxton Currency Rates.This foreign exchange service is provided to You by the Programme Manager.

For a Transaction made in a currency other than a Card Currency, the amount deducted from your Available Balance will be converted to the Card Currency on the day We receive details of that foreign currency conversion and a fee will be applied for doing so. You can find out what the applicable exchange rate was at the time of the Transaction via the Mastercard website. Where a Transaction is performed in a currency different from a Card Currency, We will add a fee as specified in clause 21 to the Mastercard daily settlement rate, which can be found here. You can also view the European Central Bank (ECB) rate as a comparison here.

Please see the Fees and Limits Table below for an explanation of what foreign exchange fees apply in these scenarios.

Fees and limits are subject to variation in accordance with the Agreement. Unless otherwise specified, all fees will be debited in GBP. If there is an insufficient Available Balance in GBP to pay such fees then We will automatically deduct funds from the Available Balances in other Card Currencies in the following order of priority: 2. EUR 3. USD 4. AUD 5. CAD 6. NZD 7. HKD 8. CHF 9. JPY 10. DKK 11. ZAR 12. PLN 13. SEK 14. NOK 15. HUF.

The following fees and limits apply.

Although the below values are displayed in GBP, if Your card is loaded in a different currency, Your card will be charged in that currency.

Fees, Charges & Limits in GBP

*PIN reminder is only available online on Your account. Please note that the PIN displayed on Your account or on the app is the PIN that was originally issued with the card. If You change Your PIN at an ATM, Your online account and app will still show the original PIN, not the new one.

The foreign exchange rate used for allocating funds from one Card Currency to another Card Currency is set and determined by Us and varies each day. For the exchange rate currently applicable, please log in to your account Caxton Business. This foreign exchange service is provided to You by the Programme Manager.

We may charge fees in connection with any of Our services and facilities that You have made use of or requested based on Our Fees & Limits Schedule. The Fees & Limits Schedule is subject to changes, which will be notified to You as set out in clause 21. The most recent update of schedule will be available on the Website.

Exchange rates, fees and limits - Your sterling corporate prepaid Card

For a Transaction made in a currency other than a Card Currency, the amount deducted from your Available Balance will be converted to the Card Currency on the day We receive details of that foreign currency conversion and a fee will be applied for doing so. You can find out what the applicable exchange rate was at the time of the Transaction via the Mastercard website. Where a Transaction is performed in a currency different from a Card Currency, We will add a fee as specified in clause 21 to the Mastercard daily settlement rate, which can be found here.

Please see the Fees and Limits Table below for an explanation of what foreign exchange fees apply in these scenarios.

Fees and limits are subject to variation in accordance with the Agreement. Unless otherwise specified, all fees will be debited in GBP.

Unless otherwise specified in a separate Fee Agreement, the following fees and limits apply.

*PIN reminder is only available online on Your account. Please note that the PIN displayed on Your account or on the app is the PIN that was originally issued with the card. If You change Your PIN at an ATM, Your online account and app will still show the original PIN, not the new one.

Your Card can be loaded with GBP only, however should you use it to transact in another currency, the foreign exchange rate used for allocating funds to another currency is set and determined by Mastercard and varies each day. For the exchange rate currently applicable, please see the Mastercard website.

We may charge fees in connection with any of Our services and facilities that You have made use of or requested based on Our Fees & Limits Schedule. The Fees & Limits Schedule is subject to changes, which will be notified to You as set out in clause 21. The most recent update of schedule will be available on the Website.

22. Company details

If You are a Director or Company Secretary, You must let Us know as soon as possible if Your Company changes its name, registered address, trading address, phone number or email address. If We contact You in relation to Your Card, for example, to notify You that We have cancelled Your Card, We will use the most recent contact details You have provided to Us. We will not be liable to You if Your contact details have changed and You have not informed Us.

23. Data protection

In registering for the Card and using it, You agree that We can use Your (the Company’s) information in accordance with Our Privacy Policy. Our Privacy Policy is set out here Caxton - Legal hub. It includes details of the personal information that We collect, how it will be used, and who We pass it to. You can tell Us if You do not want to receive any marketing materials from Us.

24. Payment disputes with Merchants

In relation to any dispute between the Cardholder and a Merchant, provided You are able to satisfy Us that You have already made all efforts to resolve the dispute with the relevant Merchant, We will attempt to assist You so far as is reasonably practicable. If there is an un-resolvable dispute with a Merchant in circumstances where the Card has been used for a Transaction, You will be liable for the Transaction and You will try to resolve this directly with the relevant Merchant.

25. Communication

Unless required otherwise by other provisions of this Agreement, if You have an enquiry relating to Your Card, You can call Our customer service telephone line on +44 20 7201 0528. Calls to 03 numbers cost no more than a national rate call to an 01 or 02 number and must count towards any inclusive minutes in the same way as 01 and 02 calls.

These rules apply to calls from any type of line including mobile, BT, other fixed line or payphone.

This Agreement is concluded in English. All communications with You will be in English.

We may contact the Authorised Administrator or the Cardholder by email, or post unless provided otherwise under the Agreement. You must maintain a valid email address, a valid mobile telephone number and a valid address registered with Us and must notify Us of any changes in Your registered details without delay. You agree to check for incoming messages regularly and frequently.

Any email will be deemed received as soon as it is sent unless within twenty four (24) hours the sender receives a failure notice indicating that the email has not been transmitted. Any email will be deemed received by the recipient on the day it is received in his/her email inbox if received before 16.30 hrs on a Business Day. If received at any other time, it will be deemed received on the next Business Day.

Any communication or notice sent by post will be deemed received three (3) days from the date of posting for UK post or within five (5) days of posting for international post. Any communication or notice sent by text message will be deemed received the same day.

26. Complaints

The Card Programme is managed by the Programme Manager. If You are not satisfied with Your Card or the way it is managed, tell Us by contacting Us using Our Contact Details in clause 2 so We can investigate the circumstances for You. Within 3 working days we will send You a Summary Resolution Communication setting out how Your complaint will be dealt with and enclosing a copy of our Complaints Procedure. We will endeavour to resolve your complaint within 15 working days and provide a written response. Occasionally, for reasons beyond our control, we may need to take up to 35 working days to resolve a complaint. We will advise you if this is going to be the case. You may also request to be provided with a copy of Our Complaints Procedure at any time. Details of Our Complaints Procedure can also be obtained on Our Website. Any complaints You have will be dealt with quickly and fairly and You agree to cooperate with Us and provide the necessary information for Us to investigate and resolve the complaint.

In the unlikely event that You are dissatisfied with the resolution of Your complaint - You may be able to refer Your complaint to the Financial Ombudsman Service (FOS), free of charge – but You must do so within six months of the date of resolution.

Please note that if You do not refer your complaint in time, the Ombudsman will not have Our permission to consider Your complaint and so will only be able to do so in very limited circumstances. For example, if the Ombudsman believes that the delay was as a result of exceptional circumstances. The Ombudsman acts as an impartial adjudicator in the resolution of disputes with financial services firms. For more information please read the enclosed guide ‘Your Complaint and the Ombudsman’. You may also access the Ombudsman’s explanatory leaflet at the following link: http://www.fos.org.uk/publications/consumer-leaflet.htm

FOS rights for corporates include micro-enterprise, charity, trust or SME with appropriate thresholds - https://www.financial-ombudsman.org.uk/consumers/expect/who-we-can-help

The FOS address is: Exchange Tower, London E14 9SR.
Telephone: 0800 023 4567 (landline users) or 0300 123 9 123 (mobile users)
Email: complaint.info@financial-ombudsman.org.uk.

27. Compensation and protection of the Company’s funds

The Card is an electronic money product and although it is a product regulated by the Financial Conduct Authority, it is not covered by the Financial Services Compensation Scheme. No other compensation scheme exists to cover losses claimed in connection with the Card. This means that in the unlikely event that Caxton Payments Limited becomes insolvent the funds on the Card may become valueless and unusable and as a result You may lose all of Your money.

Caxton Payments Limited ensures that once it has received the funds from the Company they are deposited in a secure account with an authorised credit institution separate from the money belonging to Caxton Payments Limited and specifically for the purpose of redeeming Transactions made by Your Card. In the event that Caxton Payments Limited becomes insolvent, funds against which Caxton Payments Limited has already issued E-money to the Company are protected against the claims made by creditors.

28. Assignment

We may assign or transfer this Agreement in whole or in part to another company at any time. If We assign the Agreement to another company, You will be given two (2) months’ notice of this. Unless You tell Us within the two (2) month period that You do not want to continue with the Agreement after the assignment, You agree that We can assign the Agreement in this way. Your rights will not be affected by such assignment should it happen. You may not assign the Agreement to a third party. Your right to terminate the Agreement under clause 13 is not affected.

29. Governing law

This Agreement will be governed by English law and the English courts will deal with any legal proceedings between You and Us.

30. Electronic Money Issuer

Your Wallet(s) and Account are issued by Caxton Payments Limited, a firm authorised and regulated by the Financial Conduct Authority as an electronic money institution (reference 900663) for the issuance of electronic money.

31. Mastercard Card Issuer

Your Prepaid Card is issued by PSI-Pay Limited, pursuant to a licence by Mastercard International Incorporated. Your Card is the property of PSI-Pay Limited and is not transferable to anyone else.