BACKGROUND

This Agreement: This Agreement is with PayrNet Limited, a company incorporated in
England and Wales (company number: 09883437) with its head office at “PayrNet, WeWork, 3 Waterhouse
Square, 138 Holborn, London, EC1N 2SW, UK” and registered office at “Kemp House, 152 City Road, London,
United Kingdom, EC1V 2NX” (hereinafter referred to in this Agreement as “Payrnet”, “we” “us”).
We are an Electronic Money Institution (“EMI”) and are authorised by the Financial Conduct
Authority under the Electronic Money Regulations 2011 (“EMR 2011”) (register reference 900594) for
the issuing of electronic money.
Our relationship with
Paywiser: As an EMI, we have appointed
Paywiser Limited as a distributor of certain of our services. A distributor means a
person who distributes or redeems electronic money on behalf of an electronic money institution but who
does not provide payment services on behalf of the electronic money institution (as distributor is
defined in the EMR 2011).

AGREED TERMS

1. OUR TERMS
   1. Interpreting this Agreement. In order to easily understand the terms of
      this Agreement, please first refer to clause 3 which, amongst other things, sets out the
      meaning of capitalised terms used in this Agreement.
   2. Why you should read it? Please read this Agreement carefully before you
      agree to it, as its terms apply to the services provided by us. The Agreement explains many
      of your responsibilities to us and our responsibilities to you, how and when this Agreement
      can be terminated and the extent of our liability to you. If there are any terms that you do
      not understand or do not wish to agree to, please contact us. You should only complete the
      sign‑on procedures and agree to the terms of this Agreement if you agree to be bound by this
      Agreement.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
   1. Who we are. We are PayrNet Limited, an EMI as described above.
   2. Communications between us are to be in English. This Agreement is concluded
      in England and all communications between you and us shall be in English only.
   3. How to contact us. All queries should be directed towards Paywiser
      Limited. You can contact PayWiser Limited using details set out on www.paywiser.com.
   4. How we may contact you. If we have to contact you we will do so as follows:
      in the first instance via Paywiser Limited except in urgent cases. If we have not been able
      to contact you through Paywiser Limited or if the matter is urgent, we will contact you by
      writing to you at the email address(es), you provided when agreeing to this Agreement or by
      using any other contact details you have provided to us or have used in communications with
      us or the Paywiser Limited.
   5. ‘Writing’ includes emails. When we use the words “writing” or “written” in
      this Agreement, this includes emails.
   6. Some of the services we provide are subject to the Payment Services Regulations
      2017. The Regulations regulate how payments must be transmitted and provide
      protection for the clients of authorised payment institutions and electronic money
      institutions.
3. INTERPRETATION
   1. The definitions set out in this clause apply in this Agreement as follows:
      • “Agreement” means this agreement and the privacy policy.
      • “Consumer“ means an individual who, in entering into this
        Agreement, is acting for a purpose other than a trade, business or profession.
      • “Electronic Money” means electronically stored monetary value as
        represented by a claim against us.
      • “Regulations” means the Payment Services Regulations 2017 (SI 2017
        No. 752).
      • “Safeguarded Account” means the bank account(s) belonging to us,
        which are separate to our own office bank accounts, into which we will receive money
        from you, or on your behalf, in return for the issuance of Electronic Money.
      • “Services” means the e-money account services.
   2. Clause headings shall not affect the interpretation of this Agreement and references to
      clauses are to the clauses of this Agreement.
   3. Any words following the terms including, include, in particular, for example or any similar
      expression shall be construed as illustrative and shall not limit the sense of the words,
      description, definition, phrase or term preceding those terms.
   4. Unless the context otherwise requires, words in the singular shall include the plural and in
      the plural shall include the singular.
   5. A reference to a statute or statutory provision is a reference to it as amended, extended or
      re‑enacted from time to time and reference to a statute or statutory provision shall include
      all subordinate legislation made from time to time.
4. TERM AND BECOMING A CLIENT
   1. How can you agree to this Agreement? You can agree to this Agreement by
      checking the box online through PayWiser confirming that you agree during the registration
      process or by otherwise confirming the terms of this agreement.
   2. When will you become a client of ours? You will be bound by this Agreement
      once you have agreed to it as set out above and this Agreement shall remain in force until
      terminated in accordance with its terms.
5. SERVICES
   1. As part of the Services, we shall issue you with Electronic Money upon receipt of money from
      you or a third party on your behalf, store your Electronic Money and redeem Electronic Money
      both on your express instruction and in accordance with this Agreement and the agreement of
      Paywiser Limited.
   2. Our Services do not include the provision of advice. We do not offer advice
      under this Agreement on any matter including (without limit) the merits or otherwise of any
      currency transactions, on taxation, or markets.
6. ISSUING ELECTRONIC MONEY TO YOU
   1. Where we receive money from you or on your behalf, this money will be held by us in the
      relevant Safeguarded Account in exchange for the issuance by us to you of Electronic
      Money. Your funds will not be used by us for any other purpose and in the unlikely event
      that we become insolvent, your e-money is protected in an EEA-authorised credit institution
      or the Bank of England.
   2. When we issue you with Electronic Money, us holding the funds corresponding to the
      Electronic Money is not the same as a Bank holding your money in that (i) we cannot and will
      not use the funds to invest or lend to other persons or entities; (ii) the Electronic Money
      will not accrue interest and (iii) the Electronic Money is not a deposit and is therefore
      not covered by the Financial Services Compensation Scheme but it is held by us and protected
      in the relevant Safeguarded Account.
   3. You may hold Electronic Money and we may hold funds corresponding to your Electronic Money
      indefinitely. However, if we hold Electronic Money for you for more than two years
      without any activity on the account, we shall use reasonable endeavours to contact
      you to redeem the Electronic Money and return the corresponding funds to you. If we are
      unable to contact you, we may redeem the Electronic Money and send the corresponding funds,
      less any of our costs incurred, to the last known bank account we have on file for you.
   4. We accept no responsibility in the event that you send money to the incorrect account.
   5. We do not accept cash or cheques. We accept monies via a variety of methods of electronic
      funds transfer to our bank account, the details of which we shall provide to you upon
      request.
7. GENERAL LIMITATION OF LIABILITY
   1. Where we and another person (such as a payment services provider) are liable to you in
      respect of the same matter or item, you agree that our liability to you will not be
      increased by any limitation of liability you have agreed with that other person or because
      of your inability to recover from that other person beyond what our liability would have
      been had no such limitation been agreed and/or if that other person had paid his or its
      share.
   2. Where any loss, liability, cost or expense (a “Loss”) is suffered by you
      for which we would otherwise be jointly and severally or jointly liable with any third party
      or third parties, the extent to which such Loss shall be recoverable by you from us (as
      opposed to any third parties) shall be limited so as to be in proportion to the aggregate of
      our contribution to the overall fault for such Loss, as agreed between all of the relevant
      parties or, in the absence of agreement, as determined by a court of competent jurisdiction.
      For the purposes of assessing the contribution to the Loss in question of any third party
      for the purposes of this clause, no account shall be taken of any limit imposed or agreed on
      the amount of liability of such third party by any agreement (including any settlement
      agreement) made before or after such Loss occurred or was otherwise incurred.
   3. Nothing in this Agreement limits or excludes our liability for death or personal injury
      caused by our negligence or for any damage or liability incurred by you as a result of fraud
      or fraudulent misrepresentation by us or to the extent that the liability may not be
      excluded or limited by any applicable law.
8. COMPLAINTS
   1. If you feel that we have not met your expectations in the delivery of our Services, in the
      first instance contact Paywiser Limited using the contact email address for complaints set
      out on www.paywiser.com. If Paywiser Limited does not
      deal with your complaint adequately, please contact us via email to
      [email protected].
   2. We have internal procedures for handling complaints fairly and promptly in accordance with
      the Financial Conduct Authority’s requirements. A copy of our complaints procedure is
      available upon request.
   3. If you are an eligible complainant you may be able to take your complaint to the Financial
      Ombudsman Service should you not be satisfied with our final response. Eligibility criteria
      and information on the procedures involved are available from
      http://www.financial‑ombudsman.org.uk. In addition, please note that disputes may be
      submitted for online resolution to the European Commission Online Dispute Resolution
      platform.
9. ESTABLISHING YOUR IDENTITY
   1. To comply with the requirements of the Money Laundering, Terrorist Financing and Transfer of
      Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and EU
      Wire Transfer Regulations (Regulation (EU) 2015/847) and related regulations, it may be
      necessary to obtain from you, and retain, evidence of your personal identity in our records
      from time to time. If satisfactory evidence is not promptly provided to us we cannot accept
      your instructions.
   2. We may keep records of the contents and results of any searches that we carry out on you in
      accordance with all current and applicable laws. You acknowledge that us carrying out an
      electronic verification check or, if required, a credit reference agency check will leave a
      soft footprint on your credit history.
   3. We are obliged to report any reasonable suspicions about activities on the electronic
      accounts to the regulatory authorities. This may affect our relationship with you so far as
      confidentiality is concerned. If we are required under legislation (including the Money
      Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations
      2017 and the Proceeds of Crime Act 2002) to refrain from communicating with you and/or
      proceeding with your instructions, we can accept no liability for the consequences of being
      prevented from doing so.
10. TERMINATION
    1. When we may terminate or suspend this Agreement.
       1. We can terminate this Agreement at any time:
          1. If you breach this Agreement; and/or
          2. if we suspect that you are using the Services for any illegal purposes.
       2. We may suspend or terminate your access to the Services where we have reasonable
          grounds for concern relating to: (i) the security of your account(s), whether or not
          you have informed us of a security breach; and/or (ii) the suspected unauthorised or
          fraudulent use of your account(s).
       3. If Paywiser Limited notifies us that its agreement with you has terminated we can
          terminate this agreement with immediate effect.
       4. If you terminate your agreement with Paywiser Limited, or that agreement is
          terminated, we can terminate this Agreement with immediate effect.
       5. If our agreement with Paywiser Limited terminates, we will give you not less than
          two (2) month’s written notice to terminate this Agreement.
       6. We may terminate this Agreement at any time and for any reason by giving you not
          less than two (2) month’s written notice.
    2. When you may terminate this Agreement. You can terminate this Agreement at
       any time and for any reason by cancelling your agreement with Paywiser Limited. We may
       contact you to confirm your request.
    3. Effect of Termination. Upon the effective date of termination:
       1. you will no longer be able to avail yourself of the Services;
       2. we shall redeem any Electronic Money we hold for you and send the equivalent funds
          to a bank account in your name, unless agreed by both parties, less any monies which
          are due and owing to us.
    4. After termination, you may contact us using the contact details set out in clause 2.3 to
       redeem any Electronic Money you still hold with us.
11. CONFIDENTIALITY
    1. We undertake that we shall not at any time, disclose to any person any of your confidential
       information, except in the following circumstances:
       1. to our employees, officers, representatives or advisers who need to know such
          information for the purposes of exercising our rights or carrying out our
          obligations under or in connection with this Agreement. We shall ensure that our
          employees, officers, representatives or advisers to whom we disclose your
          confidential information comply with this clause; and
       2. as may be required by law, a court of competent jurisdiction or any governmental or
          regulatory authority.
12. HOW WE MAY USE YOUR PERSONAL INFORMATION
    1. How we may use your personal information. We will only use your personal
       information as set out in our privacy policy which can be found https://railsbank.com/payrnet. (Payrnet
       is a wholly owned subsidiary of Railsbank Technology Limited).
13. GENERAL
    1. Recording of telephone conversations. We may record telephone conversations
       with or without use of a warning tone and we may use these recordings as evidence for a
       particular purpose or in relation to disputes as well as for our ongoing quality control and
       training programme. We may also maintain a record of all emails sent by or to us. All those
       recordings and records will be maintained at our absolute discretion and are our property
       and can be used by us in the case of a dispute. We do not guarantee that we will maintain
       such recordings or records or be able to make them available to you. You consent to the use
       and admissibility of any such recording as evidence in any dispute or anticipated dispute
       between the parties which relates to the dealings between the parties.
    2. Ensuring this Agreement is legally enforceable. For a contract to be
       legally enforceable, there needs to be an offer, acceptance and consideration. This
       Agreement constitutes our offer to make the Services available to you and you agreeing to
       this Agreement constitutes your acceptance of this offer. In order to ensure that this
       Agreement is legally binding, upon you becoming a client, you promise to pay us the sum
       of one‑Pound sterling, upon demand from us, as consideration.
    3. Even if we delay in enforcing under this Agreement, we can still enforce it later.
       If we do not insist immediately that you do anything you are required to do under
       this Agreement, or if we delay in taking steps against you in respect of your breach of this
       Agreement, that will not mean that you do not have to do those things and it will not
       prevent us taking steps against you at a later date.
    4. What if something unexpected happens? We shall have no liability to you
       under this Agreement or any Contract if we are prevented from or delayed in performing our
       obligations under this Agreement, or from carrying on our business, by acts, events,
       omissions or accidents beyond our reasonable control, including, without limitation,
       strikes, lock‑outs or other industrial disputes (whether involving us or any other party),
       failure of a utility service or transport or telecommunications network, act of God, war,
       riot, civil commotion, malicious damage, compliance with any law or governmental order,
       rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm
       or our default of sub‑contractors, provided that you are notified of such an event and its
       expected duration.
    5. If a court finds part of this Agreement illegal, the rest will continue in
       force. Each of the sub‑clauses, clauses and paragraphs of this Agreement
       operates separately. If any court or relevant authority decides that any of them are
       unlawful, the remaining sub‑clauses, clauses and paragraphs will remain in full force and
       effect.
    6. We are not partners and neither of us may act as the other’s agent.
       Nothing in this Agreement is intended to or shall operate to create a partnership
       or joint venture between you and us, or authorise either party to act as agent for the
       other, and neither party shall have the authority to act in the name or on behalf of or
       otherwise to bind the other in any way (including, but not limited to, the making of any
       representation or warranty, the assumption of any obligation or liability and the exercise
       of any right or power).
    7. We can make amendments to this Agreement. We shall have the right to make
       such amendments to this Agreement, via Paywiser Limited, as are necessary to comply with any
       laws and regulations that are applicable to the performance of our obligations under this
       Agreement where such laws and regulations are implemented and/or amended after the date of
       this Agreement. Such amendments may be made at any time upon as much notice as possible to
       you and shall take effect following such notice, if any. If you object to the proposed
       amendments, you have the right to terminate this Agreement without charge before the date
       proposed by us for the entry into force of the changes. You will be deemed to have accepted
       the proposed amendments unless you notify us and terminate this Agreement before the date
       proposed by us for the entry into force of the changes. If we receive no objection from you,
       such amendments shall take effect from the date specified by us but may not affect any
       rights or obligations that have already arisen and will not be retrospective.
    8. What happens if you are jointly a client of ours with another person? Where
       you comprise two or more people, each person will be jointly and severally liable to us in
       respect of all obligations contained in this Agreement.
    9. Can you obtain a copy of this Agreement or additional information? You may
       request and we shall provide a copy of this Agreement and any information set out in
       Schedule 4 of the Regulations (if relevant) at any time prior to termination
       of this Agreement.
    10. We may transfer this agreement to someone else. We may transfer our rights
        and obligations under this Agreement to another organisation without your consent. We will
        always tell you in writing if this happens and we will ensure that the transfer will not
        affect your rights under this Agreement.
    11. You need our consent to transfer your rights to someone else
        (except that you can always transfer our guarantee). You may only
        transfer your rights or your obligations under this Agreement to another person if we
        agree to this in writing.
    12. Nobody else has any rights under this Agreement. This contract is between
        you and us. No other person shall have any rights to enforce any of its terms.
    13. Which laws apply to this Agreement and where you may bring legal
        proceedings. These terms are governed by English law and you can bring legal
        proceedings in respect of the products in the English courts. If you live in Scotland you
        can bring legal proceedings in respect of the Services in either the Scottish or the English
        courts. If you live in Northern Ireland you can bring legal proceedings in respect
        of the Services in either the Northern Irish or the English courts.

BACKGROUND

This Agreement: This Agreement is with PayrNet Limited, a company incorporated in England
and Wales (company number: 09883437) with its head office at “PayrNet, WeWork, 3 Waterhouse Square, 138
Holborn, London, EC1N 2SW, UK” and registered office at “Kemp House, 152 City Road, London,
United Kingdom, EC1V 2NX” (hereinafter referred to in this Agreement as “Payrnet”, “we” “us”). We
are an Electronic Money Institution (“EMI”) and are authorised by the Financial Conduct Authority under
the Electronic Money Regulations 2011 (“EMR 2011”) (register reference 900594) for
the issuing of electronic money. Our relationship with Paywiser Limited: As an
EMI, we have appointed Paywiser Limited as a distributor of certain of our services. A
distributor means a person who distributes or redeems electronic money on behalf of an electronic money
institution but who does not
provide payment services on behalf of the electronic money institution (as distributor is defined in the EMR
2011).

AGREED TERMS

1. OUR TERMS
   1. Interpreting this Agreement. In order to easily understand the terms of
      this Agreement, please first refer to clause 3 which, amongst other things, sets out the
      meaning of capitalised terms used in this Agreement.
   2. Why you should read it? Please read this Agreement carefully before you
      agree to it, as its terms apply to the services provided by us. The Agreement explains many
      of your responsibilities to us and our responsibilities to you, how and when this Agreement
      can be terminated and the extent of our liability to you. If there are any terms that you do
      not understand or do not wish to agree to, please contact us. You should only complete the
      sign‑on procedures and agree to the terms of this Agreement if you agree to be bound by this
      Agreement.
   3. Are you a Micro-Enterprise or Charity or Consumer? For the avoidance of
      doubt, these terms and conditions are not intended for Micro Enterprises or Charities or
      Consumers (individuals acting for a purpose other than a trade, business or profession).
2. INFORMATION ABOUT US AND HOW TO CONTACT US
   1. Who we are. We are PayrNet Limited, an EMI as described above.
   2. Communications between us are to be in English. This Agreement is concluded
      in England and all communications between you and us shall be in English only.
   3. How to contact us. All queries should be directed towards PayWiser Limited.
      You can contact PayWiser Limited using details set out on www.paywiser.com.
   4. How we may contact you. If we have to contact you we will do so as follows:
      in the first instance via Paywiser Limited except in urgent cases. If we have not been able
      to contact you through Paywiser Limited or if the matter is urgent, we will contact you by
      writing to you at the email address(es), you provided when agreeing to this Agreement or by
      using any other contact details you have provided to us or have used in communications with
      us or the Paywiser Limited.
   5. ‘Writing’ includes emails. When we use the words “writing” or “written” in
      this Agreement, this includes emails.
   6. Some of the services we provide are subject to the Payment Services Regulations
      2017. The Regulations regulate how Payments must be transmitted and provide
      protection for the clients of authorised payment institutions and electronic money
      institutions.
3. INTERPRETATION
   1. The definitions set out in this clause apply in this Agreement as follows:
      • “Agreement” means this agreement and the privacy policy.
      • “Electronic Money” means electronically stored monetary value as
        represented by a claim against us.
      • “Regulations” means the Payment Services Regulations 2017 (SI 2017
        No. 752).
      • “Safeguarded Account” means the bank account(s) belonging to us,
        which are separate to our own office bank accounts, into which we will receive money
        from you, or on your behalf, in return for the issuance of Electronic Money.
      • “Services” means the e-money account services.
   2. Clause headings shall not affect the interpretation of this Agreement and references to
      clauses are to the clauses of this Agreement.
   3. Any words following the terms including, include, in particular, for example or any similar
      expression shall be construed as illustrative and shall not limit the sense of the words,
      description, definition, phrase or term preceding those terms.
   4. Unless the context otherwise requires, words in the singular shall include the plural and in
      the plural shall include the singular.
   5. A reference to a statute or statutory provision is a reference to it as amended, extended or
      re‑enacted from time to time and reference to a statute or statutory provision shall include
      all subordinate legislation made from time to time.
4. TERM AND BECOMING A CLIENT
   1. How can you agree to this Agreement? You can agree to this Agreement by
      checking the box online through PayWiser confirming that you agree during the registration
      process or by otherwise confirming the terms of this agreement.
   2. When will you become a client of ours? You will be bound by this Agreement
      once you have agreed to it as set out above and this Agreement shall remain in force until
      terminated in accordance with its terms.
5. SERVICES
   1. As part of the Services, we shall issue you with Electronic Money upon receipt of money from
      you or a third party on your behalf, store your Electronic Money and redeem Electronic Money
      both on your express instruction and in accordance with this Agreement and the agreement of
      Paywiser Limited.
   2. Our Services do not include the provision of advice. We do not offer advice
      under this Agreement on any matter including (without limit) the merits or otherwise of any
      currency transactions, on taxation, or markets.
6. ISSUING ELECTRONIC MONEY TO YOU
   1. For the avoidance of doubt, this section is only applicable for unregulated entities and
      Small Payment Institutions (SPI).
   2. Where we receive money from you or on your behalf, this money will be held by us in the
      relevant Safeguarded Account in exchange for the issuance by us to you of Electronic
      Money. Your funds will not be used by us for any other purpose and in the unlikely event
      that we become insolvent, your e-money is protected in an EEA-authorised credit institution
      or the Bank of England.
   3. When we issue you with Electronic Money, us holding the funds corresponding to the
      Electronic Money is not the same as a Bank holding your money in that (i) we cannot and will
      not use the funds to invest or lend to other persons or entities; (ii) the Electronic Money
      will not accrue interest; and (iii) the Electronic Money is not a deposit and is therefore
      not covered by the Financial Services Compensation Scheme but it is held by us and protected
      in the relevant Safeguarded Account.
   4. You may hold Electronic Money and we may hold funds corresponding to your Electronic Money
      indefinitely. However, if we hold Electronic Money for you for more than two years
      without any activity on the account, we shall use reasonable endeavours to contact
      you to redeem the Electronic Money and return the corresponding funds to you. If we are
      unable to contact you, we may redeem the Electronic Money and send the corresponding funds,
      less any of our costs incurred, to the last known bank account we have on file for you.
   5. We accept no responsibility in the event that you send money to the incorrect account.
   6. We do not accept cash or cheques. We accept monies via a variety of methods of electronic
      funds transfer to our bank account, the details of which we shall provide to you upon
      request.
7. GENERAL LIMITATION OF LIABILITY
   1. Where we and another person (such as a payment services provider) are liable to you in
      respect of the same matter or item, you agree that our liability to you will not be
      increased by any limitation of liability you have agreed with that other person or because
      of your inability to recover from that other person beyond what our liability would have
      been had no such limitation been agreed and/or if that other person had paid his or its
      share.
   2. Where any loss, liability, cost or expense (a “Loss”) is suffered by you
      for which we would otherwise be jointly and severally or jointly liable with any third party
      or third parties, the extent to which such Loss shall be recoverable by you from us (as
      opposed to any third parties) shall be limited so as to be in proportion to the aggregate of
      our contribution to the overall fault for such Loss, as agreed between all of the relevant
      parties or, in the absence of agreement, as determined by a court of competent jurisdiction.
      For the purposes of assessing the contribution to the Loss in question of any third party
      for the purposes of this clause, no account shall be taken of any limit imposed or agreed on
      the amount of liability of such third party by any agreement (including any settlement
      agreement) made before or after such Loss occurred or was otherwise incurred.
   3. Nothing in this Agreement limits or excludes our liability for death or personal injury
      caused by our negligence or for any damage or liability incurred by you as a result of fraud
      or fraudulent misrepresentation by us or to the extent that the liability may not be
      excluded or limited by any applicable law.
8. COMPLAINTS
   1. If you feel that we have not met your expectations in the delivery of our Services, in the
      first instance contact Paywiser Limited using the contact email address for complaints set
      out on www.paywiser.com. If Paywiser Limited does not deal with your
      complaint adequately, please contact us via email to [email protected].
   2. We have internal procedures for handling complaints fairly and promptly in accordance with
      the Financial Conduct Authority’s requirements. A copy of our complaints procedure is
      available upon request.
   3. If you are an eligible complainant you may be able to take your complaint to the Financial
      Ombudsman Service should you not be satisfied with our final response. Eligibility criteria
      and information on the procedures involved are available from
      http://www.financial‑ombudsman.org.uk. In addition, please note that
      disputes may be submitted for online resolution to the European Commission Online Dispute
      Resolution platform.
9. ESTABLISHING YOUR IDENTITY
   1. To comply with the requirements of the Money Laundering, Terrorist Financing and Transfer of
      Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002 and EU
      Wire Transfer Regulations (Regulation (EU) 2015/847) and related regulations, it may be
      necessary to obtain from you, and retain, evidence of your personal identity (or directors
      or partners of your business and/or your ultimate beneficial owners) in our records from
      time to time. If satisfactory evidence is not promptly provided to us we cannot accept your
      instructions.
   2. We may keep records of the contents and results of any searches that we carry out on you (or
      directors or partners or shareholders of your business) in accordance with all current and
      applicable laws. You acknowledge that us carrying out an electronic verification check or,
      if required, a credit reference agency check will leave a soft footprint on the individual
      or entity’s credit history. You warrant that you have obtained the consent to such checks
      being carried out from each such individual officer and shareholder.
   3. We are obliged to report any reasonable suspicions about activities on the electronic
      accounts to the regulatory authorities. This may affect our relationship with you so far as
      confidentiality is concerned. If we are required under legislation (including the Money
      Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations
      2017 and the Proceeds of Crime Act 2002) to refrain from communicating with you and/or
      proceeding with your instructions, we can accept no liability for the consequences of being
      prevented from doing so.
10. TERMINATION
    1. When we may terminate or suspend this Agreement.
       1. We can terminate this Agreement at any time:
          1. If you breach this Agreement; and/or
          2.  if we suspect that you are using the Services for any illegal
             purposes.
       2. We may suspend or terminate your access to the Services where we have reasonable
          grounds for concern relating to: (i) the security of your account(s), whether or not
          you have informed us of a security breach; and/or (ii) the suspected unauthorised or
          fraudulent use of your account(s).
       3. If Paywiser Limited notifies us that their agreement with you has terminated we can
          terminate this agreement with immediate effect.
       4. If you terminate your agreement with Paywiser Limited or that agreement is
          terminated, we can terminate this agreement with immediate effect.
    2. When you may terminate this Agreement. You can terminate this Agreement at
       any time and for any reason by cancelling your agreement with Paywiser Limited. We may
       contact you to confirm your request.
    3. Effect of Termination. Upon the effective date of termination:
       1. you will no longer be able to avail yourself of the Services;
       2. we shall redeem any Electronic Money we hold for you and send the equivalent funds
          to a bank account in your name, unless agreed by both parties, less any monies which
          are due and owing to us, where relevant.
    4. After termination, you may contact us using the contact details set out in clause 2.3 to
       redeem any Electronic Money you still hold with us.
11. CONFIDENTIALITY
    1. We undertake that we shall not at any time, disclose to any person any of your confidential
       information, except in the following circumstances:
       1. to our employees, officers, representatives or advisers who need to know such
          information for the purposes of exercising our rights or carrying out our
          obligations under or in connection with this Agreement. We shall ensure that our
          employees, officers, representatives or advisers to whom we disclose your
          confidential information comply with this clause; and
       2. as may be required by law, a court of competent jurisdiction or any governmental or
          regulatory authority.
12. HOW WE MAY USE YOUR PERSONAL INFORMATION AND DATA PROTECTION
    1. How we may use your personal information. We will only use your personal
       information as set out in our privacy policy which can be found
       https://railsbank.com/payrnet.
13. Anti-bribery and Corruption
    1. Each party shall:
       1. Comply with all applicable laws, statutes, regulations, codes and guidance relating
          to anti-bribery and anti-corruption (“Anti-Bribery Laws”), including without
          limitation the Bribery Act 2010;
       2. maintain throughout the term of this Agreement its own anti-bribery policies and
          procedures (including adequate procedures under the Bribery Act 2010) to ensure
          compliance with the Anti-Bribery Laws; and
       3. enforce such policies and procedures where appropriate.
    2. For the purpose of this clause, the meaning of adequate procedures shall be determined in
       accordance with section 7(2) and any guidance issued under section 9, Bribery Act 2010.
    3. Each party warrants that neither it nor any of its officers, employees:
       1. has been convicted of any offence involving bribery, corruption, fraud or
          dishonesty; nor
       2. to the best of its knowledge, has been or is the subject of any investigation,
          inquiry or enforcement proceedings by any governmental, administrative or regulatory
          body regarding any offence or alleged offence under the Anti-Bribery Laws.
    4. Breach of this clause shall be deemed to be a material breach of this Agreement.
14. GENERAL
    1. Recording of telephone conversations. We may record telephone conversations
       with or without use of a warning tone and we may use these recordings as evidence for a
       particular purpose or in relation to disputes as well as for our ongoing quality control and
       training programme. We may also maintain a record of all emails sent by or to us. All those
       recordings and records will be maintained at our absolute discretion and are our property
       and can be used by us in the case of a dispute. We do not guarantee that we will maintain
       such recordings or records or be able to make them available to you. You consent to the use
       and admissibility of any such recording as evidence in any dispute or anticipated dispute
       between the parties which relates to the dealings between the parties.
    2. Ensuring this Agreement is legally enforceable. For a contract to be
       legally enforceable, there needs to be an offer, acceptance and consideration. This
       Agreement constitutes our offer to make the Services available to you and you agreeing to
       this Agreement constitutes your acceptance of this offer. In order to ensure that this
       Agreement is legally binding, upon you becoming a client, you promise to pay us the sum
       of one‑Pound sterling, upon demand from us, as consideration.
    3. Even if we delay in enforcing under this Agreement, we can still enforce it later.
       If we do not insist immediately that you do anything you are required to do under
       this Agreement, or if we delay in taking steps against you in respect of your breach of this
       Agreement that will not mean that you do not have to do those things and it will not prevent
       us taking steps against you at a later date.
    4. What if something unexpected happens? We shall have no liability to you
       under this Agreement if we are prevented from or delayed in performing our obligations under
       this Agreement, or from carrying on our business, by acts, events, omissions or accidents
       beyond our reasonable control, including, without limitation, strikes, lock‑outs or other
       industrial disputes (whether involving us or any other party), failure of a utility service
       or transport or telecommunications network, act of God, war, riot, civil commotion,
       malicious damage, compliance with any law or governmental order, rule, regulation or
       direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of
       sub‑contractors, provided that you are notified of such an event and its expected duration.
    5. If a court finds part of this Agreement illegal, the rest will continue in
       force. Each of the sub‑clauses and clauses of this Agreement operates
       separately. If any court or relevant authority decides that any of them are unlawful, the
       remaining sub‑clauses and clauses will remain in full force and effect.
    6. We are not partners and neither of us may act as the other’s agent.
       Nothing in this Agreement is intended to or shall operate to create a partnership
       or joint venture between you and us, or authorise either party to act as agent for the
       other, and neither party shall have the authority to act in the name or on behalf of or
       otherwise to bind the other in any way (including, but not limited to, the making of any
       representation or warranty, the assumption of any obligation or liability and the exercise
       of any right or power).
    7. We can make amendments to this Agreement. We shall have the right to make
       such amendments to this Agreement, via PayWiser, as are necessary to comply with any laws
       and regulations that are applicable to the performance of our obligations under this
       Agreement where such laws and regulations are implemented and/or amended after the date of
       this Agreement. Such amendments may be made at any time upon as much notice as possible to
       you and shall take effect following such notice, if any. If you object to the proposed
       amendments, you have the right to terminate this Agreement without charge before the date
       proposed by us for the entry into force of the changes. You will be deemed to have accepted
       the proposed amendments unless you notify us and terminate this Agreement before the date
       proposed by us for the entry into force of the changes. If no objection is received from
       you, such amendments shall take effect from the date specified by us but may not affect any
       rights or obligations that have already arisen and will not be retrospective.
    8. What happens if you are jointly a client of ours with another person? Where
       you comprise two or more people, each person will be jointly and severally liable to us in
       respect of all obligations contained in this Agreement.
    9. Can you obtain a copy of this Agreement or additional information? You may
       request and we shall provide a copy of this Agreement and any information set out in
       Schedule 4 of the Regulations (if relevant) at any time prior to termination
       of this Agreement.
    10. We may transfer this Agreement to someone else. We may transfer our rights
        and obligations under this Agreement to another organisation without your consent. We will
        always tell you in writing if this happens and we will ensure that the transfer will not
        affect your rights under this Agreement.
    11. You need our consent to transfer your rights to someone else
        (except that you can always transfer our guarantee). You may only
        transfer your rights or your obligations under this Agreement to another person if we
        agree to this in writing.
    12. Nobody else has any rights under this Agreement. This agreement is between
        you and us. No other person shall have any rights to enforce any of its terms.
    13. Which laws apply to this Agreement and where you may bring legal
        proceedings. This Agreement and any disputes or claims arising out of or in
        connection with this Agreement or its subject matter or formation (including non-contractual
        disputes or claims) are governed by, and construed in accordance with, the laws of England.
        You irrevocably agree that the courts of England have exclusive jurisdiction to settle any
        dispute or claim or other matter that arises out of or in connection with this Agreement or
        its subject matter or formation (including non-contractual disputes or claims).

BACKGROUND

This Agreement: These are the terms and conditions (“Agreement”) which govern the use of
certain products offered by PAYRNET PTE LTD (UEN 201913150C), a company incorporated in Singapore and
having its registered address at 160 Robinson Road, #14-04, Singapore, 068914 (hereinafter referred to
as “Payrnet”, “we” and “us”). We are part of the Railsbank group of companies, and carry out account
issuance, domestic money transfer, and e-money issuance services in Singapore. We are currently exempted
by the Monetary Authority of Singapore pursuant to the Payment Services (Exemption for Specified Period)
Regulations 2019.

Why you should read this Agreement: This Agreement explains many of your
responsibilities to us and our responsibilities to you, how and when this Agreement can be terminated,
the extent of our liability to you, what to do if there is a problem and other important information. To
protect your own interests, PLEASE READ THIS AGREEMENT CAREFULLY before performing any of the actions
indicated in the next paragraph. Doing any of these means you agree to be bound by this Agreement.

How you can agree to this Agreement: You can agree to this Agreement by electronically
clicking through your acceptance of this Agreement and/or checking the box online confirming that you
agree to same, or availing yourself to or using the product(s) to which this Agreement applies. YOU WILL
BE BOUND BY THIS AGREEMENT once you have agreed to it in the manner as set out above and this Agreement
remains in force until terminated in accordance with its terms.

Our relationship with Paywiser Pte Ltd: We work with Paywiser, with its [registered
office of business at 88 South Bridge Road, #02-00, Singapore 058716 , to ensure you receive associated
payments-related services alongside our regulated products and services. For example, if you have
applied for or received a prepaid or debit card that we have issued, it means we have worked with
Paywiser as the authorised card distributor and programme manager (“Programme Manager”). You can find
out more information about Paywiser from its website: insert www.Paywiser.com.

AGREED TERMS

INFORMATION ABOUT US AND HOW TO CONTACT US

1. 1. Communications between us are to be in English. This Agreement is concluded in Singapore and
      all communications between you and us shall be in English only.
   2. How to contact us. All queries should be directed towards Paywiser. You can contact Paywiser
      on https://paywiser.com/contact/ and/or email to
      [email protected] and it will route through your queries and messages to us.
   3. How we may contact you. If we have to contact you, we will do so as follows: in the first
      instance via Paywiser except in urgent cases. If we have not been able to contact you
      through Paywiser or if the matter is urgent, we will contact you by writing to you at the
      email address(es) you provided when agreeing to this Agreement or by using any other contact
      details you have provided to us or have used in communications with us or Paywiser. Any
      changes to your telephone number, email address or postal address or other personal
      information we hold about you must be notified by you immediately and in writing in
      accordance with clause 1.2 above.
2. INTERPRETATION
   1. The following definitions apply in this Agreement:
      • “Applicable Laws” means any applicable laws, ordinances, statutes,
        codes, rules, regulations, directives or guidelines enacted, implemented or issued
        in Singapore, including applicable know-your-client-rules and anti-money laundering
        regulations.
      • “e-money” has the meaning stated in the Payment Services Act 2019.
      • “Loss” means any loss, liability, damages, cost or expense.
      • “Safeguarded Account” means the segregated account(s) maintained by
        us with our safeguarding banks and which are separate to our own office bank
        accounts, into which we will receive money from you, or on your behalf, in return
        for the issuance of e-money.
      • “Writing” includes emails. When we use the words “writing” or
        “written” in this Agreement, this includes emails.
   2. Clause headings shall not affect the interpretation of this Agreement and references to
      clauses are to the clauses of this Agreement.
   3. Any words following the terms including, include, in particular, for example or any similar
      expression shall be construed as illustrative and shall not limit the sense of the words,
      description, definition, phrase or term preceding those terms.
   4. Unless the context otherwise requires, words in the singular shall include the plural and
      vice versa.
   5. A reference to a statute or statutory provision is a reference to it as amended, extended or
      reenacted from time to time and reference to a statute or statutory provision shall include
      all subordinate legislation made from time to time.

YOUR STATUS

By entering into this Agreement, you hereby confirm that you are an individual who is acting for
a purpose other than a trade, business or profession.

OUR PRODUCTS AND SERVICES

1. 1. Our regulated products and services may have one or more of the following components, and
      different or concurrent terms may apply depending on the nature of the product or service
      itself. If the product or service offered to you or that you’re using involves us:
      1. issuing e-money to and storing it for you, please refer to the terms set out in
         Section A below.
      2. issuing you a prepaid or debit card, please refer to the terms set out Section B
         below.
   2. OUR PRODUCTS AND SERVICES DO NOT INCLUDE THE PROVISION OF ADVICE. We do not offer advice
      under this Agreement on any matter including (without limit) the merits or otherwise of any
      currency transactions, on taxation, or markets.

ESTABLISHING YOUR IDENTITY

To comply with the requirements of Applicable Laws, it may be necessary for us, Paywiser and/or
each of our banking providers and any other business partner to:

1. 1. obtain from you, and retain, evidence of your personal identity in our records from time to
      time. If satisfactory evidence is not promptly provided to us, we cannot accept your
      application or instructions.
   2. keep records of the contents and results of any searches that we carry out on you.
   3. carry out all necessary verifications of your identity. We may use a recognised agency or
      bureau for this verification purposes (details of the agency used will be provided to you on
      request). Such verifications will not affect your credit score but may leave a ‘soft
      footprint’ on your credit history.

HOW WE MAY USE YOUR PERSONAL INFORMATION

1. 1. You agree that we can use your personal information as set out in our privacy policy which
      can be found at https://railsbank.com/payrnet. This privacy policy 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.
   2. We may record telephone conversations with or without use of a warning tone and we may use
      these recordings as evidence for a particular purpose or in relation to disputes as well as
      for our ongoing quality control and training programme. We may also maintain a record of all
      emails sent by or to us. All those recordings and records will be maintained at our absolute
      discretion and are our property and can be used by us in the case of a dispute. We do not
      guarantee that we will maintain such recordings or records or be able to make them available
      to you. You consent to the use and admissibility of any such recording as evidence in any
      dispute or anticipated dispute between us.

TERMINATION

1. 1. When you may terminate this Agreement. You can terminate this Agreement at any time with one
      month’s notice and for any reason by cancelling your agreement with the Paywiser. We may
      contact you to confirm your request.
   2. When we may terminate or suspend this Agreement. We are entitled to:
      1. terminate this Agreement with one month’s notice, with or without reason.
      2. terminate this Agreement with immediate effect if: (i) Paywiser notifies us that its
         agreement with you has terminated; or (ii) you terminate your agreement with
         Paywiser.
      3. suspend or terminate your access to or use of our product or service if you are
         found to be in breach of this Agreement, or where we have reasonable grounds for a
         concern relating to: (i) the security of your account(s), whether or not you have
         informed us of a security breach; and/or (ii) the suspected unauthorised or
         fraudulent use of your account(s).

LIMITATION OF LIABILITY

1. 1. Where we are liable to you in respect of the same matter or item, you agree that our
      liability to you will not be increased by any limitation of liability you have agreed with
      that other person or because of your inability to recover from that other person beyond what
      our liability would have been had no such limitation been agreed and/or if that other person
      had paid his or its share.
   2. Where a Loss is suffered by you for which we would otherwise be jointly and severally or
      jointly liable with any third party or third parties, the extent to which such Loss shall be
      recoverable by you from us (as opposed to any third parties) shall be limited so as to be in
      proportion to the aggregate of our contribution to the overall fault for such Loss, as
      agreed between all of the relevant parties or, in the absence of agreement, as determined by
      a court of competent jurisdiction. For the purposes of assessing the contribution to the
      Loss in question of any third party for the purposes of this clause, no account shall be
      taken of any limit imposed or agreed on the amount of liability of such third party by any
      agreement (including any settlement agreement) made before or after such Loss occurred or
      was otherwise incurred.
   3. Nothing in this Agreement limits or excludes our liability for death or personal injury
      caused by our negligence or for any damage or liability incurred by you as a result of fraud
      or fraudulent misrepresentation by us or to the extent that the liability may not be
      excluded or limited by any applicable law.

COMPLAINTS

If you would like to make a complaint relating to this Agreement or feel that we have not met
your expectations, in the first instance contact Paywiser using the contact email address for
complaints given by Paywiser. If Paywiser does not deal with your complaint adequately, please
contact us via email to [email protected] so that we can resolve the issue. We
will promptly send you a complaint acknowledgement. You agree to cooperate with us and provide
the necessary information for us to investigate and resolve the complaint as quickly as
possible.

GENERAL

1. 1. Ensuring this Agreement is legally enforceable. In order to ensure that this Agreement is
      legally binding, upon you becoming a client, you promise to pay us the sum of Singapore
      Dollars One (SGD1) only, upon demand from us, as consideration.
   2. Even if we delay in enforcing under this Agreement, we can still enforce it later. If we do
      not insist immediately that you do anything you are required to do under this Agreement, or
      if we delay in taking steps against you in respect of your breach of this Agreement, that
      will not mean that you do not have to do those things and it will not prevent us taking
      steps against you at a later date. For example, if you do not pay us on time and we do not
      chase you but we continue to provide the services, we can still require you to make the
      payment at a later date.
   3. What if something unexpected happens? We shall have no liability to you under this Agreement
      or in any other way if we are prevented from or delayed in performing our obligations under
      this Agreement, or from carrying on our business, by acts, events, omissions or accidents
      beyond our reasonable control, including, without limitation, strikes, lock-outs or other
      industrial disputes (whether involving us or any other party), failure of a utility service
      or transport or telecommunications network, act of God, war, riot, civil commotion,
      malicious damage, compliance with any law or governmental order, rule, regulation or
      direction, accident, breakdown of plant or machinery, fire, flood, storm or our default of
      sub-contractors, provided that you are notified of such an event and its expected duration.
   4. If a court finds part of this Agreement illegal, the rest will continue in force. Each of
      the subclauses, clauses and paragraphs of this Agreement (including any of the Sections)
      operates separately. If any court or relevant authority decides that any of them are
      unlawful, the remaining sub-clauses, clauses and paragraphs will remain in full force and
      effect.
   5. We are not partners and neither of us may act as the other’s agent. Nothing in this
      Agreement is intended to or shall operate to create a partnership or joint venture between
      you and us, or authorise either party to act as agent for the other, and neither party shall
      have the authority to act in the name or on behalf of or otherwise to bind the other in any
      way (including, but not limited to, the making of any representation or warranty, the
      assumption of any obligation or liability and the exercise of any right or power).
   6. We can make change these terms. We reserve the right to amend this Agreement for any reason,
      including to comply with any Applicable Laws. Such amendments may be made at any time upon
      as much notice as possible to you and shall take effect following such notice, if any. If
      you object to the proposed amendments, you have the right to terminate this Agreement
      without charge before the date proposed by us for the entry into force of the changes. You
      will be deemed to have accepted the changes if you raise no objection prior to the expiry of
      the period set out in the notice. Any changes that come into effect does not affect any
      rights or obligations that have already arisen and will not be retrospective.
   7. What happens if you are jointly a client of ours with another person? Where you comprise two
      or more people, each person will be jointly and severally liable to us in respect of all
      obligations contained in this Agreement.
   8. Can you obtain a copy of this Agreement or additional information? You may request and we
      shall provide a copy of this Agreement at any time prior to termination of this Agreement.
   9. We may transfer this agreement to someone else. We may transfer our rights and obligations
      under this Agreement to another organisation without your consent. We will always tell you
      in writing if this happens and we will ensure that the transfer will not affect your rights
      under this Agreement.
   10. You need our consent to transfer your rights to someone else (except that you can always
       transfer our guarantee). You may only transfer your rights or your obligations under this
       Agreement to another person if we agree to this in writing.
   11. Nobody else has any rights under this Agreement. This contract is between you and us. No
       other person shall have any rights to enforce any of its terms.
   12. Which laws apply and where you may bring legal proceedings. This Agreement governed by the
       laws of Singapore and you can bring legal proceedings in respect of this Agreement in the
       Singapore courts.

SECTION A: E-MONEY SERVICE TERMS

These terms and conditions govern our issuing of e-money to you and storing it in our stored value
facility, the following terms shall apply:

1. Our e-money services comprises the following activities that we will perform: (a) we will issue you
   with e-money upon receipt of money from you or a third party on your behalf; (b) we will store your
   e-money and redeem it both on your express instruction, as well as in accordance with this Agreement
   and the agreement of Paywiser.
2. Where we receive money from you or on your behalf, this money will be held by us in the relevant
   Safeguarded Account in exchange for the issuance by us to you of e-money. Your funds will not be
   used by us for any other purpose and, in the unlikely event that we become insolvent, will be
   protected in our safeguarding bank in Singapore. Your funds may be commingled with those received
   from our other customers. You may not get all your money back if the Safeguarded Account does not
   contain enough funds to meet any payouts or our safeguarding bank becomes insolvent.
3. When we issue you with e-money, us holding the funds corresponding to the e-money is not the same as
   a bank holding your money in that: (i) we cannot and will not use the funds to invest or lend to
   other persons or entities; (ii) the e-money will not accrue interest; and (iii) the emoney is not a
   deposit and is therefore not covered by the Singapore Deposit Insurance Scheme.
4. You may hold e-money and we may hold funds corresponding to your e-money indefinitely. However, if
   we hold e-money for you for more than two years without any activity on your emoney account, we
   shall use reasonable endeavours to contact you to redeem the e-money, return the corresponding funds
   to you and close your account. If we are unable to contact you, we may redeem the e-money and send
   the corresponding funds, less any of our costs incurred, to the last known bank account we have on
   file for you.
5. We accept no responsibility in the event that you send money to the incorrect account.
6. We do not accept cash or cheques. We accept monies via a variety of methods of electronic funds
   transfer to our bank account, the details of which Paywiser will have provided to you.
7. We are obliged to report any reasonable suspicions about activities on your e-accounts to the
   regulatory authorities. This may affect our relationship with you so far as confidentiality is
   concerned. If we are required under Applicable Laws to refrain from communicating with you and/or
   proceeding with your instructions, we can accept no liability for the consequences of being
   prevented from doing so.
8. Upon termination of this Agreement, you will no longer be able to avail yourself of the e-money
   services described in paragraph 1 above. In addition, we shall redeem any e-money we hold for you
   and send the equivalent funds to a bank account in your name, unless agreed by both parties, less
   any monies which are due and owing to us.

SECTION B: CARD TERMS

These terms and conditions (“Terms”) govern the use of the personal, non-transferable, card schemebranded
prepaid or debit card (the “Card”) which you have been or will be issued with:

1. CARD PROGRAMME MANAGER

   1. We are the sole issuer of the Card, which shall remain our property. It will be delivered by
      us or Paywiser as the card distributor and card programme manager (“Programme Manager”) on
      our behalf. We may also provide you with the e-money account (the “Account”) where the
      funds, which can be spent using the Card, are held. In such a case, the services provided by
      us for the Account are governed by the terms and conditions in Section A above.
   2. The services provided by the Programme Manager may be governed by the Programme Manager’s
      separate set of terms and conditions. It will be your first point of contact, for example if
      you (i) wish to cancel the Card or complain about the service you have been provided with
      pursuant to these terms in this Section B, (ii) let us know that the Card has been or
      potentially has been lost, stolen or misappropriated or (iii) report an unauthorised
      Transactions (as defined in paragraph 7.1 below) relating to your Card. You can also contact
      us, via, the Programme Manager, by using any of the communication methods made available by
      the Programme Manager:
      1. on the secure area of the Programme Manager’s website (“Website”), found at
         www.Paywiser.com.
      2. on the Programme Manager’s mobile application (“User App”).

      In particular, any changes to your telephone number, email address or postal address or
      other contact details must be notified by you immediately and in accordance with these
      communication methods.

2. The terms in Section B, excluding paragraph 9.3 below, will terminate on the expiry date printed on
   the Card (“Expiry Date”) unless the Card is auto-renewed, in which case you will be issued with a
   new Card before the existing one expires. In this instance these terms will remain valid until the
   existing Card expires or is otherwise as set out in these terms.

3. Issuance and activation of the Card

   1. You may be issued with:
      1. a ‘physical’ Card, which will have the details of the card account number, the
         Expiry Date of the Card and the CVV code printed on it (the “Physical Card”); and/or
      2. a ‘virtual’ Card, in which case you will not receive a Physical Card but will
         receive details of the card account number, the Expiry Date and the CVV2 code (the
         “Virtual Card”).
   2. 6.2 In order to start using the Card, you may be required to activate it in accordance with
      instructions given to you by the Programme Manager. You must keep your Physical Card and the
      details of the Virtual Card (as applicable) in a safe place and protect it against
      unauthorised access or use by third parties.
   3. 6.3 If you are issued with a Physical Card:
      1. you must sign the Physical Card as soon as you receive it.
      2. you may also receive a secret personal identification number (“PIN”) separately by
         post or you may be able to retrieve it electronically via the Website or the User
         App.
   4. You should memorise your PIN when you receive it. If you need to keep the written version of
      the PIN or separately write the PIN down for future reference, you must never keep it with
      the Card. You must never disclose your PIN to any other person, not even us. If you have not
      protected your PIN and your Card is used without your knowledge using the correct PIN, this
      may be classed as negligence for the purposes of paragraph 10 below.
   5. You can manage the Card on your secure area of the Website and on the User App.
   6. The Card shall remain valid until the Expiry Date. If you require a replacement Card, please
      contact the Programme Manager. Please note that an additional fee may be charged for a
      replacement Card (please see the fees section for more information).
   7. The Card is part of an e-money product and as such it is not covered by the Deposit
      Insurance Scheme administered by the Singapore Deposit Insurance Corporation pursuant to the
      Deposit Insurance and Policy Owners’ Protection Schemes Act (Cap 77B). You may only use the
      Card for lawful Transactions.

4. Transactions

   1. Should the relevant card scheme and/or programme allow, you may use your Card to enter into
      the following transactions (each being a “Transaction”):
      1. purchasing goods and/or services from merchants affiliated with the card scheme on
         your Card.
      2. withdrawing cash from authorised banks worldwide.
      3. receiving cash back or rebates from merchants (merchant dependent).
      4. making cash withdrawals from automatic teller machines (“ATMs”).
   2. You can authorise a Transaction by:
      1. allowing a merchant to swipe the magnetic strip of the Card and the corresponding
         sales slip being signed.
      2. inserting the Card into a chip & PIN device and the correct PIN being entered.
      3. providing relevant information to the merchant that allows the merchant to process
         the Transaction, for example, providing the merchant with the PAN, the Expiry Date
         and the CVV2 in the case of an internet or other non-face-to-face Transaction.
      4. relevant information being provided to the payment initiation service provider that
         allows the payment initiation service provider to process the Transaction.
      5. the Card is tapped against a “contactless” enabled reader and accepted by such
         reader.
   3. If any of the methods of authorisation set out in paragraph 7.2 are used, we shall be
      entitled to assume that you have authorised a Transaction unless we were informed that the
      relevant details of the Card have been lost, stolen or misappropriated prior the Transaction
      taking place.
   4. You acknowledge the correctness of the amount of each Transaction which you authorise.
   5. Once you have authorised a Transaction, the Transaction cannot be stopped or revoked. You
      may in certain circumstances be entitled to a refund in accordance with these Terms.
   6. On receipt of notification of your authorisation of a Transaction and the Transaction
      payment order from the merchant and/or authorised bank, normally we will deduct the value of
      the Transaction, plus any applicable fees and charges, from the available funds in the
      Account. We will execute the Transaction by crediting the account of the merchant’s or ATM
      operator’s or bank’s (as applicable) payment service provider by the end of the next
      business day following the notification. If the notification is received on a non-business
      day or after 4:30 pm on a business day, it will be deemed received on the next business day.
   7. We are not liable if, for any reason, the affiliated merchants or authorised banks do not
      accept the Card, or accept it only partly, nor are we liable in the case of late delivery
      of, or failure to deliver, goods or services. In the event of disputes or complaints of any
      kind concerning goods or services, or the exercise of any right in this connection, you
      should contact the affiliated merchant and/or authorised ban and/or ATM operator.
   8. It is your responsibility to ensure that there are available funds in your Account to cover
      any spend, allowing for any foreign exchange fees and other applicable fees under these
      Terms. A Transaction will be automatically declined if there are insufficient funds in your
      Account.
   9. For Card usage conducted in other currencies (other than the currency of the Card), you
      shall accept the exchange rate used by [Visa, which can be found
      https://www.visa.com.sg/travelwith- visa/exchange-rate-calculator.html]. Any changes in
      exchange rates may be applied immediately and without notice. The exchange rate, where
      applicable to a Transaction, will be shown in the e-statement. Please be careful when opting
      to use a merchant’s, bank or ATM operators’ exchange rates as they are often less
      competitive that the card scheme’s exchange rate.
   10. The maximum amount you may withdraw in cash shall be subject to a daily limit, irrespective
       of the available funds in the Account. As prescribed by law, there is a maximum amount of
       funds that we will allow you to hold in your Account and the total value of Transactions in
       a calendar year is also subject to a threshold. Please contact the Programme Manager to
       learn more regarding these maximum thresholds that apply to your use of the Card. We may
       charge a fee for withdrawal of cash. Some ATMs may charge an additional fee, which is not
       included in the Table but will apply on top of the fees set out in the Table.
   11. We and the Programme Manager have the right to review and change the spending limits on the
       Card at any time. You will be notified of any such changes via the Website and/or the User
       App.

5. Non-execution of a Transaction

   1. In certain circumstances we may refuse to execute a Transaction that you have authorised.
      These circumstances include:
      1. if we have reasonable concerns about the security of the Card or suspect the Card is
         being used in a fraudulent or unauthorised manner.
      2. if there are insufficient funds available to cover the Transaction and all
         associated fees at the time that we receive notification of the Transaction or if
         there is an outstanding shortfall on the balance of the Account.
      3. if we have reasonable grounds to believe you are acting in breach of these Terms.
      4. if there are errors, failures (mechanical or otherwise) or refusals by merchants,
         payment processors or payment schemes processing Transactions.
      5. if we are required to do so by law.
   2. Unless it would be unlawful for us to do so, where we refuse to complete a Transaction, we
      will notify you as soon as reasonably practicable that it has been refused and the reasons
      for the refusal, together, where relevant, with the procedure for correcting any factual
      errors that led to the refusal. Where the refusal is reasonably justified, we may charge you
      a fee when we notify you that your payment request has been refused.
   3. You may also claim a refund for a Transaction that you authorised provided that your
      authorisation did not specify the exact amount when you consented to the Transaction, and
      the amount of the Transaction exceeded the amount that you could reasonably have expected it
      to be taking into account your previous spending pattern on the Card, these Terms and the
      relevant circumstances.
   4. Such a refund must be requested from us within 8 weeks of the amount being deducted from the
      Card. We may require you to provide us with evidence to substantiate your claim. Any refund
      or justification for refusing a refund will be provided within 10 business days of receiving
      your refund request or, where applicable, within 10 business days of receiving any further
      evidence requested by us. Any refund shall be equal to the amount of the Transaction. Any
      such refund will not be subject to any fee.
6. Access to information on Transactions and available funds in the Account
   1. The Programme Manager has set up a secure area on the Website and on the User App where you
      can view the available balance in your Account and view the details of any Transactions you
      have entered into. You can gain access to this by following the instructions on the Website
      or the User App. You must keep the credentials to obtain access to the secure areas safe and
      not disclose them to anyone.
   2. We can, upon request, send you monthly information (“e-statement”) by email setting out:
      1. a reference enabling you to identify each Transaction.
      2. the amount of each Transaction.
      3. the currency in which the Card is debited.
      4. the amount of any Transaction charges including their break down, where applicable.
      5. the exchange rate used in the Transaction by us and the amount of the Transaction
         after the currency conversion, where applicable.
      6. the Transaction debit value date.

      If you would like us to provide you with the e-statement more often than monthly or not
      by email (or if agreed differently under this paragraph 9, more often than agreed or in
      a different manner than agreed) then we may charge you a reasonable administration fee
      to cover our costs of providing the information more often or in a different manner.

   3. If for any reason you have some available funds left in your Account following the
      termination of these Terms, we reserve the right to charge you additional fees for
      maintaining your Account following the termination in the event these funds are not redeemed
      by you or cannot be returned to you otherwise despite our attempt to do so.

7. Loss of the Card / Transaction refunds

   1. As soon as you become aware of any loss, theft, misappropriation or unauthorised use of the
      Card, PIN or other security details, you must immediately notify us using the contact
      details set out on the Website or the User App.
   2. In the event of theft, you must report the theft to the police.
   3. If we believe you did not authorise a particular Transaction or that a Transaction was
      incorrectly carried out, in order to get a refund you must contact us as soon as you notice
      the problem using the contact details in accordance with paragraph 1.2 above, and in any
      case no later than 13 months after the amount of the Transaction has been deducted from your
      Account.
   4. We will refund any unauthorised Transaction and any associated Transaction fees and charges
      payable under these Terms subject to the rest of this paragraph 10.
   5. This refund shall be made as soon as practicable and in any event no later than the end of
      the business day following the day on which we become aware of the unauthorised Transaction,
      unless we have reasonable grounds to suspect fraudulent behaviour and notify the appropriate
      authorities. If we become aware of the unauthorised Transaction on a non-business day or
      after 4:30 pm on a business day, we will be deemed to have only become aware of the
      unauthorised Transaction at the beginning of the next business day.
   6. If we are liable for an incorrectly executed Transaction, we will immediately refund you the
      amount of the incorrectly executed Transaction together with and any associated Transaction
      fees and charges payable under these Terms. Depending on the circumstances, we may require
      you to complete a dispute declaration form relating to the incorrectly executed Transaction.
      We may conduct an investigation either before or after any refund has been determined or
      made. We will let you know as soon as possible the outcome of any such investigation.
   7. If a Transaction initiated by a merchant (for example, this happens when you use the Card in
      a shop) has been incorrectly executed and we receive proof from the merchant’s payment
      service provider that we are liable for the incorrectly executed Transaction, we will refund
      as appropriate and immediately the Transaction and any associated Transaction fees and
      charges payable under these Terms.
   8. We are not liable for any incorrectly executed Transactions if we can show that the payment
      was actually received by the merchant’s payment service provider, in which case they will be
      liable.
   9. If you receive a late payment from another payment service provider (e.g. a refund from a
      retailer’s bank) via us, we will credit the Account with the relevant amount of any
      associated fees and charges so that you will not be at a loss.
   10. We will use practical and reasonable efforts to limit your liability for any losses incurred
       in respect of unauthorised Transactions but we make no guarantees. You will be liable for
       all losses incurred in respect of an unauthorised Transaction if you have acted
       fraudulently, or have intentionally or with gross negligence failed to: (a) look after and
       use the Card in accordance with these Terms; or (b) notify us of the problem in accordance
       with this paragraph 10.
   11. If our investigations show that any disputed Transaction was authorised by you or you may
       have acted fraudulently or with gross negligence, we may reverse any refund made and you
       will be liable for all losses we suffer in connection with the Transaction including but not
       limited to the cost of any investigation carried out by us in relation to the Transaction.
       We will give you reasonable notice of any reverse refund.

8. Blocking of the Card

   We may block the Card, in which case you will not be able to execute any further Transactions, if
   we have reasonable concerns about the security of the Card or suspect the Card is being used in
   a fraudulent or unauthorised manner. We will notify you of any such blocking in advance, or
   immediately after if this is not possible, and of the reasons for the suspension unless to do so
   would compromise reasonable security measures or otherwise be unlawful. We will unblock the Card
   and, where appropriate, issue a new Card, PIN and other security features free of charge as soon
   as practicable once the reasons for the suspension cease to exist.

9. Fees and spending limits

   1. You are liable for paying all fees arising from your use of the Card and subject to all
      spending limits placed on the Card by us. The fees and spending limits on the Card are set
      on the secure area of the Website and/or the User App.

Annex A – Fees Table
Please contact Paywiser for Pricing Quotation

BACKGROUND

This Agreement: These are the terms and conditions (“Agreement”) which govern the use of
certain products offered by PAYRNET PTE LTD (UEN 201913150C), a company incorporated in Singapore and
having its registered address at 160 Robinson Road, #14-04, Singapore, 068914 (hereinafter referred to
as “Payrnet”, “we” and “us”). We are part of the
Railsbank group of companies, and carry out account issuance, domestic money transfer, and e-money
issuance services in Singapore. We are currently exempted by the Monetary Authority of Singapore
pursuant to the Payment Services (Exemption for Specified Period) Regulations 2019.

Our relationship with Paywiser Pte Ltd: We work with Paywiser, with its registered
office of business at 88 South Bridge Road, #02-00, Singapore 058716, to ensure you receive associated
payments-related services alongside our regulated products and services. For example, if you have
applied for or received a prepaid or debit card that we have issued, it means we have worked with
Paywiser as the authorised card distributor and programme manager (“Programme Manager”). You can find
out more information about Paywiser from its website: www.Paywiser.com.

AGREED TERMS

INFORMATION ABOUT US AND HOW TO CONTACT US

1. 1. Communications between us are to be in English. This Agreement is concluded in Singapore and
      all communications between you and us shall be in English only.
   2. How to contact us. All queries should be directed towards Paywiser. You can contact Paywiser
      using at https://paywiser.com/contact/ and/or email to
      [email protected] and it will route through your queries and messages to us.
   3. How we may contact you. If we have to contact you, we will do so as follows: in the first
      instance via Customer] except in urgent cases. If we have not been able to contact you
      through [Customer] or if the matter is urgent, we will contact you by writing to you at the
      email address(es) you provided when agreeing to this Agreement or by using any other contact
      details you have provided to us or have used in communications with us or Paywiser. Any
      changes to your telephone number, email address or postal address or other personal
      information we hold about you must be notified by you immediately and in writing in
      accordance with clause 1.2 above.

INTERPRETATION

1. 1. The following definitions apply in this Agreement:
      • “Applicable Laws” means any applicable laws, ordinances, statutes,
        codes, rules, regulations, directives or guidelines enacted, implemented or issued
        in Singapore, including applicable knowyour- client-rules and anti-money laundering
        regulations.
      • “e-money” has the meaning stated in the Payment Services Act 2019.
      • “Loss” means any loss, liability, damages, cost or expense.
      • “Safeguarded Account” means the bank account(s) belonging to us,
        which are separate to our own office bank accounts, into which we will receive money
        from you, or on your behalf, in return for the issuance of e-money.
      • “Writing” includes emails. When we use the words “writing” or
        “written” in this Agreement, this includes emails.
   2. Clause headings shall not affect the interpretation of this Agreement and references to
      clauses are to the clauses of this Agreement.
   3. Any words following the terms including, include, in particular, for example or any similar
      expression shall be construed as illustrative and shall not limit the sense of the words,
      description, definition, phrase or term preceding those terms.
   4. Unless the context otherwise requires, words in the singular shall include the plural and
      vice versa.
   5. A reference to a statute or statutory provision is a reference to it as amended, extended or
      reenacted from time to time and reference to a statute or statutory provision shall include
      all subordinate legislation made from time to time.

BECOMING OUR CLIENT

You can agree to this Agreement by electronically clicking through your acceptance of this
Agreement, and checking the box online confirming that you agree to same, availing yourself to
or using the product(s) to which this Agreement applies. Doing so means you have agreed to and
will be bound by this Agreement, which remains in force until terminated in accordance with
these terms.

OUR PRODUCTS AND SERVICES

1. 1. Our regulated products and services may have one or more of the following components, and
      different or concurrent terms may apply depending on the nature of the product or service
      itself. If the product or service offered to you or that you’re using involves us:
      1. issuing e-money to and storing it for you, please refer to the terms set out in
         Section A below.
      2. issuing you a prepaid or debit card, please refer to the terms set out Section B
         below.
   2. Our products and services do not include the provision of advice. We do not offer advice
      under this Agreement on any matter including (without limit) the merits or otherwise of any
      currency transactions, on taxation, or markets.

PERFORMING ‘KNOW YOUR BUSINESS’ CHECKS ON YOU

To comply with the requirements of Applicable Laws, it may be necessary for us, Paywiser and/or
each of our banking providers and any other business partner to:

1. 1. obtain from you, and retain, evidence of your personal identity in our records from time to
      time. If satisfactory evidence is not promptly provided to us, we cannot accept your
      application or instructions.
   2. keep records of the contents and results of any searches that we carry out on you.
   3. carry out all necessary verifications of your identity. We may use a recognised agency or
      bureau for this verification purposes (details of the agency used will be provided to you on
      request). Such verifications will not affect your credit score but may leave a ‘soft
      footprint’ on your credit history.

HOW WE MAY USE YOUR PERSONAL INFORMATION

1. 1. You agree that we can use your personal information as set out in our privacy policy which
      can be found at https://railsbank.com/payrnet. This privacy policy 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.
   2. We may record telephone conversations with or without use of a warning tone and we may use
      these recordings as evidence for a particular purpose or in relation to disputes as well as
      for our ongoing quality control and training programme. We may also maintain a record of all
      emails sent by or to us. All those recordings and records will be maintained at our absolute
      discretion and are our property and can be used by us in the case of a dispute. We do not
      guarantee that we will maintain such recordings or records or be able to make them available
      to you. You consent to the use and admissibility of any such recording as evidence in any
      dispute or anticipated dispute between us.

TERMINATION

1. 1. When you may terminate this Agreement. You can terminate this Agreement at any time with one
      month’s notice and for any reason by cancelling your agreement with the Paywiser. We may
      contact you to confirm your request.
   2. When we may terminate or suspend this Agreement. Without prejudice to any other termination
      rights that we may have elsewhere in this Agreement, we are entitled to:
      1. terminate this Agreement with one month’s notice, with or without reason.
      2. terminate this Agreement with immediate effect if: (i) Paywiser notifies us that its
         agreement with you has terminated; (ii) you terminate your agreement with Paywiser;
         or (iii) we suspect that you are using the product or service for any illegal
         purposes.
      3. suspend or terminate your access to or use of our product or service if you are
         found to be in breach of this Agreement, or where we have reasonable grounds for a
         concern relating to: (i) the security of your account(s), whether or not you have
         informed us of a security breach; and/or (ii) the suspected unauthorised or
         fraudulent use of your account(s).

LIMITATION OF LIABILITY

1. 1. Where we are liable to you in respect of the same matter or item, you agree that our
      liability to you will not be increased by any limitation of liability you have agreed with
      that other person or because of your inability to recover from that other person beyond what
      our liability would have been had no such limitation been agreed and/or if that other person
      had paid his or its share.
   2. Where a Loss is suffered by you for which we would otherwise be jointly and severally or
      jointly liable with any third party or third parties, the extent to which such Loss shall be
      recoverable by you from us (as opposed to any third parties) shall be limited so as to be in
      proportion to the aggregate of our contribution to the overall fault for such Loss, as
      agreed between all of the relevant parties or, in the absence of agreement, as determined by
      a court of competent jurisdiction. For the purposes of assessing the contribution to the
      Loss in question of any third party for the purposes of this clause, no account shall be
      taken of any limit imposed or agreed on the amount of liability of such third party by any
      agreement (including any settlement agreement) made before or after such Loss occurred or
      was otherwise incurred.
   3. Nothing in this Agreement limits or excludes our liability for death or personal injury
      caused by our negligence or for any damage or liability incurred by you as a result of fraud
      or fraudulent misrepresentation by us or to the extent that the liability may not be
      excluded or limited by any applicable law.

COMPLAINTS

If you would like to make a complaint relating to this Agreement or feel that we have not met
your expectations, in the first instance contact Paywiser using the contact email address for
complaints given by Paywiser. If Paywiser does not deal with your complaint adequately, please
contact us via email to [email protected] so that we can resolve the issue. We
will promptly send you a complaint acknowledgement. You agree to cooperate with us and provide
the necessary information for us to investigate and resolve the complaint as quickly as
possible.

ANTI-BRIBERY AND CORRUPTION

1. 1. You shall:
      1. comply with all applicable laws, statutes, regulations, codes and guidance relating
         to antibribery and anti-corruption (“Anti-Bribery Laws”), including without
         limitation the Singapore Prevention of Corruption Act.
      2. maintain throughout the term of this Agreement, your own anti-bribery policies and
         procedures to ensure compliance with the Anti-Bribery Laws, and enforce such
         policies and procedures where appropriate.
   2. You further warrant that neither you nor any of your officers, employees and other
      personnel:
      1. have been convicted of any offence involving bribery, corruption, fraud or
         dishonesty.
      2. have been or is the subject of any investigation, inquiry or enforcement proceedings
         by any governmental, administrative or regulatory body regarding any offence or
         alleged offence under the Anti-Bribery Laws.
   3. Breach of this clause 10 shall be deemed to be a material breach of this Agreement.
2. GENERAL
   1. Ensuring this Agreement is legally enforceable. In order to ensure that
      this Agreement is legally binding, upon you becoming a client, you promise to pay us the sum
      of Singapore Dollars One (SGD1) only, upon demand from us, as consideration.
   2. Even if we delay in enforcing under this Agreement, we can still enforce it
      later. If we do not insist immediately that you do anything you are required to
      do under this Agreement, or if we delay in taking steps against you in respect of your
      breach of this Agreement, that will not mean that you do not have to do those things and it
      will not prevent us taking steps against you at a later date. For example, if you do not pay
      us on time and we do not chase you but we continue to provide the services, we can still
      require you to make the payment at a later date.
   3. What if something unexpected happens? We shall have no liability to you
      under this Agreement or in any other way if we are prevented from or delayed in performing
      our obligations under this Agreement, or from carrying on our business, by acts, events,
      omissions or accidents beyond our reasonable control, including, without limitation,
      strikes, lockouts or other industrial disputes (whether involving us or any other party),
      failure of a utility service or transport or telecommunications network, act of God, war,
      riot, civil commotion, malicious damage, compliance with any law or governmental order,
      rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm
      or our default of subcontractors, provided that you are notified of such an event and its
      expected duration.
   4. If a court finds part of this Agreement illegal, the rest will continue in
      force. Each of the subclauses, clauses and paragraphs of this Agreement
      (including any of the Sections) operates separately. If any court or relevant authority
      decides that any of them are unlawful, the remaining subclauses, clauses and paragraphs will
      remain in full force and effect.
   5. We are not partners and neither of us may act as the other’s agent. Nothing
      in this Agreement is intended to or shall operate to create a partnership or joint venture
      between you and us, or authorise either party to act as agent for the other, and neither
      party shall have the authority to act in the name or on behalf of or otherwise to bind the
      other in any way (including, but not limited to, the making of any representation or
      warranty, the assumption of any obligation or liability and the exercise of any right or
      power).
   6. We can make change these terms. We reserve the right to amend this
      Agreement for any reason, including to comply with any Applicable Laws. Such amendments may
      be made at any time upon as much notice as possible to you and shall take effect following
      such notice, if any. If you object to the proposed amendments, you have the right to
      terminate this Agreement without charge before the date proposed by us for the entry into
      force of the changes. You will be deemed to have accepted the changes if you raise no
      objection prior to the expiry of the period set out in the notice. Any changes that come
      into effect does not affect any rights or obligations that have already arisen and will not
      be retrospective.
   7. What happens if you are jointly a client of ours with another person? Where
      you comprise two or more people, each person will be jointly and severally liable to us in
      respect of all obligations contained in this Agreement.
   8. Can you obtain a copy of this Agreement or additional information? You may
      request and we shall provide a copy of this Agreement at any time prior to termination of
      this Agreement.
   9. We may transfer this agreement to someone else. We may transfer our rights
      and obligations under this Agreement to another organisation without your consent. We will
      always tell you in writing if this happens and we will ensure that the transfer will not
      affect your rights under this Agreement.
   10. You need our consent to transfer your rights to someone else (except that you can
       always transfer our guarantee). You may only transfer your rights or your
       obligations under this Agreement to another person if we agree to this in writing.
   11. Nobody else has any rights under this Agreement. This contract is between
       you and us. No other person shall have any rights to enforce any of its terms.
   12. Which laws apply and where you may bring legal proceedings. This Agreement
       governed by the laws of Singapore and you can bring legal proceedings in respect of this
       Agreement in the Singapore courts.

SECTION A: E-MONEY SERVICE TERMS

The following terms and conditions govern our issuing of e-money to you and storing it in our stored
value facility or e-money account:

1. Our e-money services comprises the following activities that we will perform: (a) we will issue you
   with e-money upon receipt of money from you or a third party on your behalf; (b) we will store your
   e-money and redeem it both on your express instruction, as well as in accordance with this Agreement
   and the agreement of Paywiser.
2. Where we receive money from you or on your behalf, this money will be held by us in the relevant
   Safeguarded Account in exchange for the issuance by us to you of e-money. Your funds will not be
   used by us for any other purpose and, in the unlikely event that we become insolvent, will be
   protected in our safeguarding bank in Singapore. Your funds may be commingled with those received
   from our other customers. You may not get all your money back if the Safeguarded Account does not
   contain enough funds to meet any payouts or our safeguarding bank becomes insolvent.
3. When we issue you with e-money, us holding the funds corresponding to the e-money is not the same as
   a bank holding your money in that: (i) we cannot and will not use the funds to invest or lend to
   other persons or entities; (ii) the e-money will not accrue interest; and (iii) the e-money is not a
   deposit and is therefore not covered by the Singapore Deposit Insurance Scheme.
4. You may hold e-money and we may hold funds corresponding to your e-money indefinitely. However, if
   we hold e-money for you for more than two years without any activity on your emoney account, we
   shall use reasonable endeavours to contact you to redeem the e-money, return the corresponding funds
   to you and close your account. If we are unable to contact you, we may redeem the e-money and send
   the corresponding funds, less any of our costs incurred, to the last known bank account we have on
   file for you.
5. We accept no responsibility in the event that you send money to the incorrect account.
6. We do not accept cash or cheques. We accept monies via a variety of methods of electronic funds
   transfer to our bank account, the details of which [Customer] will have provided to you.
7. We are obliged to report any reasonable suspicions about activities on your e-accounts to the
   regulatory authorities. This may affect our relationship with you so far as confidentiality is
   concerned. If we are required under Applicable Laws to refrain from communicating with you and/or
   proceeding with your instructions, we can accept no liability for the consequences of being
   prevented from doing so.
8. Upon termination of this Agreement, you will no longer be able to avail yourself of the e-money
   services described in paragraph 1 above. In addition, we shall redeem any e-money we hold for you
   and send the equivalent funds to a bank account in your name, unless agreed by both parties, less
   any monies which are due and owing to us.

SECTION B: CARD TERMS

These terms and conditions (“Terms”) apply to your Card and govern the relationship between you and us
for the provision of one or more Cards by us to the Cardholder, regardless of or in addition to any
other agreements that might apply between you and Paywiser separately. You accept these terms and
conditions by activating your Card or allowing it so. “You” means your business and/or the named prepaid
cardholder authorised by your business to use the Card.

Definitions

The following words and expressions as used in these Terms have the following meanings:

• • “Account” means the e-money account associated with the Card.
  • “Authorised” and “Authorisation” mean the act of
    authorising a payment transfer by using the Card together with (i) the PIN code; (ii) the
    CVV code and Expiry Date; (iii) the use of contactless technology; or (iv) the signature of
    the Cardholder.
  • “Available Balance” means the value of unspent funds in the Account which
    are available for a Cardholder to spend.
  • “Business” means the party authorised to fund the Account and to whom the
    e-money is issued.
  • “Business Day” means a day other than a public holiday, Saturday or Sunday
    in Singapore.
  • “Card” means a card scheme-branded prepaid card issued by us to you whereby
    the Cardholder can spend the Available Balance, and includes any such replacement or renewed
    card.
  • “Programme Manager” means Paywiser whose contact details are set out in
    clause 2.
  • “Cardholder” means the person authorised by your Business to use the Card
    to spend Available Balance in the person’s capacity as a representative of the Business and
    not in his/her own personal capacity. For the avoidance of doubt a Cardholder is not acting
    as a consumer for the purposes of these Terms.
  • “Expiry Date” means the expiry date of the Card, which will usually be
    printed on the Card.
  • “Fee” means any fee assessed against a Card, as referenced in the Fees
    Schedule.
  • “Fees Schedule” means the fees schedule published on the Website or User
    App, and which may be updated from time to time.
  • “KYB” is an acronym for ‘know your business’ and means the requirements for
    knowledge of and information on customers of regulated entities, such as your Business, in
    order to comply with anti-money laundering and counter-terrorist financing laws.
  • “PIN” means the personal identification number associated with a Card which
    can be used as one method of Authorisation.
  • “Transaction” means: (i) paying a merchant for goods and/or services
    through an attempt to Authorise the Card; or (ii) obtaining cash from an automatic teller
    machine (“ATM”) or a deposit-taking financial institution by attempting to Authorise the
    Card.
  • “User App” means the Programme Manager’s mobile application software,
    including the data, media and other content contained therein, relating to the Account and
    the Card.
  • “Virtual Card” means, where applicable, a non-physical Card.
  • “Website” means www.paywiser.com being the website
    belonging to or used by the Programme Manager for its business.

Contact Details

1. 1. The Card can be activated and managed online via the Website and/or via the User App.
   2. The Programme Manager should be your first point of contract if you have any issues with the
      Card or these Terms. The Programme Manager and its contact details are as follows:
      Name: Card Support Team
      Email address: [email protected]

These Terms

These Terms This Agreement also contains important warnings and information that may affect your
rights. By activating or using your Card, you will be deemed to have accepted and fully
understood the terms and conditions set out in this Agreement and you agree to comply with these
by your use of the Card and/or by indicating your acceptance. We are the issuer of the Card and
it remains our property. The Card is not transferable.

The Card

1. 1. The Card is a prepaid card; it is not a credit, charge or debit card. Your Business will not
      earn any interest on any funds sent to the Account.
   2. You must ensure that there is sufficient Available Balance to enter into each Transaction
      that you enter into using the Card (including value added tax and any other taxes, charges
      and Fees that are applicable).
   3. Depending on your program, you may receive a Virtual Card. In such cases we will provide you
      with the number of the Virtual Card, its Expiry Date and the CVV2 code.
   4. If for any reason a Transaction is processed and the Transaction amount exceeds the
      Available Balance, the Transaction will be declined and we will also be entitled to stop any
      subsequent Transactions from proceeding.

KYB

1. 1. We require evidence of who you are and your address for our KYB procedures. We may ask your
      Cardholder or your Business to provide documentary evidence to prove this and/or we may
      carry out checks on you electronically.
   2. The files of credit reference agencies may be searched to assist in the identity
      verification process. This is not a credit search and does not have a detrimental effect on
      an individual’s credit score/rating or influence an individual’s ability to obtain or raise
      credit. The credit reference agency will keep a record of any search and this will show as a
      ‘soft footprint’ on your credit record to alert you that a search was conducted.

Funds in the Account

1. 1. Only your Business can add money to the Account. Your Cardholder will not be able to add
      money to the Account.
   2. We reserve the right to suspend or terminate the right to add money to the Account at any
      time without notice.
   3. Your Business solely owns the funds representing the Available Balance and is the beneficial
      owner of these funds.
   4. The Account Balance will not earn you interest. We may also limit the amount of the Account
      Balance in accordance with our security, legal and regulatory requirements or obligations.

Service limits

Transactions may be restricted by Card type, individual usage patterns and payment risk profiles.
For antimoney laundering, sanctions, counter-terrorist financing 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.

Use of the Card

1. 1. To activate the Card, you will need to log onto the User App or Website and use the
      ‘activate card’ function.
   2. We will be entitled to assume that a Transaction has been Authorised by you where (i) the
      magnetic strip on the Card was swiped by the merchant; (ii) the Card was inserted into a
      chip & PIN device and the PIN was entered; (iii) relevant information was supplied to
      the merchant that allows them to process the Transaction, for example, providing the
      merchant with the 3-digit security code on the back of the Card in the case of an internet
      or other non-face-to-face Transaction; or (iv) the Card is tapped against a
      contactless-enabled reader and accepted by such reader.
   3. Your Cardholder should only use the Card as permitted by the Business. If your Cardholder
      uses the Card, we are entitled to presume that the Cardholder has your Business’ permission
      to spend the Available Balance until notified to the contrary by your Business. Your
      Cardholder can use the Card up to the amount of the Available Balance for Transactions (i)
      via the Internet, (ii) at merchants, or (iii) to make cash withdrawals from ATMs, provided
      that such application is included in the card program.
   4. We will deduct the value of the Transactions from the Available Balance in the Account. We
      will also deduct any applicable Fees as soon as they become payable by the Business based
      upon the Fees Schedule.
   5. ATM withdrawals may also be subject to fees, foreign exchange rates, maximum withdrawal
      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.
   6. Like other card issuers, we cannot guarantee a merchant, an ATM operator or a bank will
      accept the Card.
   7. We may at any time suspend, restrict or terminate the Card and/or the Account, refuse to
      issue or replace a Card or refuse to authorise a Transaction for reasons relating to the
      following:
      1. if we have reasonable grounds to believe that the Card is being used in a way which
         is not approved by the Business.
      2. if we have reasonable grounds to believe that the security of the Card has been
         compromised or suspect that the Card is being used in an unauthorised or fraudulent
         manner.
      3. if there is insufficient Available Balance in the Account at the time of a
         Transaction to cover the amount of the Transaction and any applicable Fees.
      4. if we have reasonable grounds to believe that you are acting in breach of these
         Terms.
      5. if we have reasonable grounds to believe that a Transaction is potentially
         suspicious or illegal (for example, if we believe that a 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.
      6. if we need to do so in order to comply with the law.
   8. 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 the Account 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.
   9. Your Business will remain responsible to us for the use of the Card. Your ability to use or
      access the Card may occasionally be interrupted, for example, if we need to carry out
      maintenance on our systems. Please contact us via the Programme Manager to notify us of any
      problems you are experiencing using the Card or Account and we will endeavour to resolve any
      problem.
   10. You can manage the Card and view your e-statements by accessing the Account online via the
       Website or User App. You may at any time view the details of the Transactions in the Account
       using the relevant credentials. You must keep your credentials safe and not disclose them to
       anyone. The Account will include all Transactions notified to us up to the evening of the
       previous Business Day.
   11. Your transaction information (“e-statement”) will contain: (i) a reference
       enabling you to identify each Transaction; (ii) the amount of each Transaction; (iii) the
       currency in which the Card is debited; (iv) the amount of any Transaction charges including
       their break down, where applicable; the exchange rate used in the Transaction and the amount
       of the Transaction after the currency conversion, where applicable; and (v) the Transaction
       debit value date.

Conditions of use

1. 1. You shall always have an Available Balance in excess of the Transaction amount.
   2. Some merchants may not accept payment using the Card. It is your responsibility to check the
      policy with each merchant. We accept no liability if a merchant refuses to accept payment
      using the Card.

Keeping the Card secure and liability

1. 1. You are responsible for the Card, Account and PIN. Do not share the Card or Account security
      details with anyone.
   2. You must take all reasonable steps to keep the PIN safe and separate from the Card or any
      record of the Card number and not disclose it to anyone else. This includes:
      1. not keeping your PIN with the Card.
      2. not storing the PIN on a device which is not password protected.
      3. never sharing your PIN with anyone.
      4. when entering your PIN, taking all reasonable steps to ensure it cannot be observed
         by others.
      5. not entering your PIN into any terminal that appears to be modified or suspicious.
      6. if you believe that anyone has gained unauthorised access to your PIN, notifying us
         without undue delay following the procedures in clause 16.
   3. 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. If you forget your PIN, you may retrieve the PIN or request a
      replacement PIN by using the contact details set out in clause 2.
   4. We recommend that you check your Available Balance in your Account regularly on the Website
      or User App. You will be provided with your Available Balance and a statement of recent
      Transactions on the Account either by electronic means or on the Website or on the User App
      at any time. We also recommend and instruct you to go thoroughly over all the Transactions
      on a regular basis on the Website or User App.
   5. The Business 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 the Card, Account or PIN in accordance
      with these Terms.
   6. The Business 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 30 days of the
      Transaction debit date.
   7. If you believe that someone else knows the Account or Card security details, you should
      contact us without undue delay.
   8. Once any Card on the Account 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.
   9. The Business agrees to indemnify and hold us harmless from and against all reasonable costs
      of any legal action taken to successfully enforce these Terms arising out of a breach of any
      of these Terms by you or by your fraudulent conduct.

Authorising and executing Transactions

Any use of the Card, Account constitutes your Authorisation and consent to a Transaction. Once a
Transaction is Authorised, it cannot be withdrawn or revoked.

Communications regarding the Account

You can check the Available Balance and Transaction history at any time by logging onto the
Website or User App.

Cancelling the Card

1. 1. If you wish to terminate the Card at any time, you must request cancellation or termination
      by contacting and informing us of your wish to terminate. The Agreement also terminates upon
      Card expiry subject to clause 14.
   2. Once we have received all the necessary information from you and we have completed and are
      satisfied with the outcome of applicable anti-money laundering, fraud and other illegal
      activity checks (including KYB), and once all Transactions and applicable fees and charges
      have been processed, we will send any Available Balance to the Business’ designated payment
      or bank account less any fees and charges payable to us, provided that no law, regulation,
      law enforcement agency, court or regulatory authority requires us to withhold the Available
      Balance. A fee will be charged during this period until either the Available Balance is sent
      to the Business or it is exhausted. The Available Balance will be sent as soon as it is
      possible to do so.
   3. A Fee may be charged for cancellation (see clause 19 below) unless you have arranged to
      transfer any unused funds to another Card managed by us for the Business.
   4. If, following return of the Available Balance to the Business, 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 the Business of the amount and the Business must
      immediately repay us such amount on demand as a debt.

Expiry & redemption

1. 1. The funds on the Account will no longer be usable following the Expiry Date of the most
      recent Card that was issued under the Account until a replacement Card is issued.
   2. The Card and these Terms will terminate on the Expiry Date unless you are issued a renewal
      Card prior to the Expiry Date. You may not use the expired Card after the Expiry Date. If a
      Card expires before the Available Balance is exhausted, the Available Balance on the Expiry
      Date will be returned to the Business as set out in and subject to clause 13.
   3. We will have the right to set-off, transfer, or apply part or all of the Available Balance
      to satisfy all or any liabilities and fees owed to us by the Business that have not been
      paid or satisfied when due.
   4. We reserve the right to take all steps necessary, including legal action, to recover any
      monies outstanding from you, and the Business shall pay on our demand all outstanding
      monies, Fees, charges or liabilities owed to us.

Termination and suspension of Card and Account

1. 1. We may terminate this Agreement without prior notice if:
      1. you breach an important part of this Agreement, or repeatedly breach the Agreement
         and fail to resolve the matter in a timely manner.
      2. we so agree with your Business.
      3. the Business fails to pay fees or charges that have been incurred.
      4. we are required to do so by law or by the card scheme organisation (for example,
         where the provision of the Card to you becomes unlawful).
   2. We may also terminate this Agreement or suspend the Card or Account without prior notice if:
      1. we believe the Card is deliberately being used to commit fraud or for other illegal
         purposes.
      2. we discover that any of the information you provided us with when you applied for
         the Card was incorrect or has since changed and you did not update us of such a
         change.
   3. If we terminate the Agreement without prior notice, we will tell you as soon as practicable
      afterwards unless we are prohibited by law from doing so.

Lost and stolen Card and the right to a refund for unauthorised Transactions

1. 1. If you know or suspect that the Card is lost or stolen, or that the PIN code is known to an
      unauthorised person, or if you think a Transaction has not been Authorised, you must tell us
      without undue delay by calling us using the number set out in clause 2.
   2. A Transaction will not be considered to be Authorised if you have not given your consent for
      the Transaction to be made by Authorising it. In order for any non-Authorised Transaction
      amount to be refunded to the Account, you must report the Transaction without undue delay
      upon becoming aware of it. A refund cannot be made for any non-Authorised Transaction
      reported after 30 days have passed following the debit date of the Transaction.
   3. Despite the possible 30-day refund period, a refund cannot be made for a non-Authorised
      Transaction if the Transaction was correctly displayed in the Account activity online and
      you failed to inform us about the Transaction being not Authorised without undue delay upon
      seeing the Transaction in the Account activity online. In this respect we urge you to check
      the Account activity online on a regular basis and review the Transactions carefully.
   4. When you call using the contact details set out in clause 2, you will be asked to provide us
      with the Card’s number where possible and some other identifying details. If there is an
      Available Balance remaining in the Account, we will replace the Card for the Account.
      Alternatively, the Available Balance can be redeemed to the Business. If we replace the
      Card, the Card will be delivered to the registered address subject to additional Fees.
   5. We will refund as soon as possible, the full amount of any non-Authorised Transaction
      reported by you, including any associated Fees and charges, provided you notify us of the
      Transaction in accordance with this Agreement except that:
      1. 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.
      2. if the Card was lost or stolen or you have failed to keep your PIN or other security
         details safe from misappropriation, the Business will be liable for losses in
         connection with such theft, loss or misappropriation.
   6. The Business will be liable for all losses incurred in respect of a non-Authorised
      Transaction where you have 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 its security
      features.
   7. Except where you have acted fraudulently or when you have breached the terms of this
      Agreement, the Business will not be liable for any losses incurred in respect of a
      non-Authorised Transaction arising after you notify us of the Transaction in accordance with
      the Agreement.
   8. If there is evidence that you checked the online Account and did not notify us of the
      unauthorised Transaction without undue delay, we may not refund the Account.
   9. 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 fully cooperate with any investigation by us or any law enforcement
      agency or other competent authority. If we make a refund following the claim and
      subsequently establish that the conditions for the refund have not been met, we may deduct
      it from the Available Balance after notifying you. If there is no sufficient Available
      Balance, the Business must repay us the amount immediately on demand.

Our liability

1. 1. We will not be liable for any loss arising from:
      1. your inability to use the Card as set out or for any reason stated in this
         Agreement.
      2. 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.
      3. a merchant refusing to accept the Card.
      4. any loss, damage or issue with the goods or services that are purchased with the
         Card.
      5. any non-Authorised Transaction, loss or theft that is reported later than 30 days
         following the debit date of the Transaction in question.
      6. our compliance with legal and regulatory requirements.
      7. our suspending, restricting or cancelling the Card or refusing to issue or replace
         it in accordance with clause 8 above.
      8. loss or corruption of data unless caused by our wilful default.
   2. From time to time, your ability to use the Card may be interrupted, e.g. when we carry out
      maintenance to improve and keep the service running for our customers. If this happens, the
      Business may be unable to add funds to your Account, and/or you may be unable to:
      1. use the Card to enter into a Transaction.
      2. obtain information about the funds available in your Account and/or about the recent
         Transactions.
   3. We will not be liable for any loss arising from such interruptions as well as interruptions
      in connection with the Website or User App.
   4. We are also not liable for:
      1. business interruption, loss of revenue, goodwill, opportunity or anticipated
         savings.
      2. any indirect or consequential loss arising from your total or partial use or
         inability to use the Card, or the use of the Card by any third party.
   5. To the fullest extent permitted by relevant law, and subject to clauses 16 and 18, our total
      liability under or arising from this Agreement will be limited as follows:
      1. where the Card is faulty due to our default, our liability will be limited to
         replacement of the Card.
      2. where sums are incorrectly deducted from the Available Balance due to our fault, our
         liability will be limited to payment to the Business of an equivalent amount.
      3. in all other circumstances of our default, our liability will be limited to
         repayment of the amount of the Available Balance.
   6. 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.
   7. The above exclusions and limitations set out in this clause 17 will apply to any liability
      of our affiliates and business partners, such as the card scheme, other suppliers,
      contractors, agents or distributors and any of their respective affiliates (if any), to you,
      which may arise in connection with this Agreement or otherwise.

2. The right to a refund for Authorised and incorrectly executed Transactions

   1. A refund may be made 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 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 30 days 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 the conditions for the refund are met. Within ten
      (10) Business Days of receiving (i) the 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 to the Account or provide you with justification for refusing the refund.
   2. In order to receive a refund to the Account for an incorrectly executed Transaction
      (including nonexecuted or defectively executed Transaction), you must report the Transaction
      without undue delay upon becoming aware of it. A refund will not be made for any incorrectly
      executed Transaction reported after 30 days have passed following the debit date of the
      Transaction.
   3. Despite the possible 30-day refund period, a refund will not be made for an incorrectly
      executed Transaction if the Transaction was correctly displayed in the Account activity
      online and you failed to inform us about the Transaction being incorrectly executed without
      undue delay upon seeing the Transaction in the Account activity online. In this respect we
      urge you to check the Account activity online on a regular basis and review the Transactions
      carefully.
   4. 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 the claim.
   5. Where we are liable for an incorrectly executed Transaction, we will without undue delay
      refund the amount of the Transaction to the Account, 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 18.
   6. If we make a refund following a claim and subsequently establish that the conditions for the
      refund have not been met, we may deduct it from the Available Balance after notifying you.
      If there is no sufficient Available Balance, the Business must repay us the amount
      immediately on demand.
   7. If you are not satisfied with the justification provided for refusing the refund or with the
      outcome of the refund claim, you may submit a complaint via the contact details stated in
      clause 24.

Fees and limits

1. 1. 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 Schedule. The Fees Schedule is subject to changes. The
      most updated Fees Schedule will be available on the Website or User App; if none is
      published, please contact your Programme Manager.
   2. We may charge you an administration charge in the following circumstances:
      1. in the event that you make any payment to us that is subsequently reversed after
         sixty (60) days due to inadequate account information or inadequate KYB
         documentation.
      2. to cover our reasonable costs and expenses in providing you with manual support on
         the Account not otherwise required under the Agreement (e.g. a request for legal,
         police, court or other judicial support).
   3. We may charge you a Fee for chargebacks as set out in the Fees Schedule where a receiving
      financial institution declines receipt of a payment following a request to transfer the
      funds from the Card.
   4. We have the right to review and change the amount of Available Balance you are able to have
      in the Account and the spending limits on the Card at any time and will notify you
      accordingly.
   5. We may make immediate changes to the exchange rate used to convert money from one currency
      to another as part of a Transaction.

Cardholder and Business details

You must let us know as soon as possible if you change your business name, registered address,
principal place of business, corporate phone number or e-mail address. If we contact you in
relation to the Card or the Account, for example, to notify you that we have cancelled the 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.

1. Data protection

   1. The Business represents and warrants that it has obtained, on our behalf, the consent of the
      Cardholder for the purposes of our collection, use and disclosure of his/her personal data.
      You agree that we can use and disclose personal information of the Cardholder as well as any
      of your personnel, officer or representative whom we communicate or engage with in
      accordance with our privacy policy which is set out at
      https://www.railsbank.com/privacypolicy. The Programme Manager may also use your personal
      information in accordance with its privacy policy which is set out on the Website or the
      User App. Please note that we and the Programme Manager are each independent data
      controllers. Each privacy policy includes details of the personal information collected, how
      it will be used, and who it is passed onto. You can tell us if you do not want to receive
      any marketing materials from us.
   2. To comply with applicable KYC and anti-money laundering rules and regulations, we, our bank,
      the Programme Manager, and/or any other business partner shall be entitled to carry out all
      necessary verifications regarding the Cardholder’s identity. Verifications may be performed
      on our behalf by a recognised agency (details of the agency used will be provided to you on
      request). In this respect, the Cardholder’s personal data will be transferred to the
      Programme Manager and us, and may also be processed outside Singapore.

Payment disputes with merchants

In relation to any dispute between you 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. We may charge you a Fee as referenced
in the Fees Schedule for any such assistance we may give you with any such dispute. If there is
an irresolvable dispute with a merchant in circumstances where the Card has been used for a
Transaction, you will be liable for the Transaction and will have to resolve this directly with
the relevant merchant.

Safeguarded Account

We ensure that once we have received the funds they are deposited in a secure account,
specifically for the purpose of redeeming Transactions made by the Card. In the event that we
become insolvent, funds against which we have already issued e-money are protected against the
claims made by our creditors.

Our contact

We can be contacted by email ([email protected]).

1. These terms
   1. What these terms cover. These are the terms and conditions (the
      “Terms”) which govern the use of the personal, non-transferable card scheme
      branded debit card (the “Card”) which you have been issued with or will be
      issued with.
   2. Why you should read them. Please read these Terms carefully before you use
      your Card. These Terms tell you who we are, who we work with, how you can use your Card and
      the steps you need to take to protect yourself from unauthorised use of the Card and how you
      and we may change or end the contract, what to do if there is a problem and other important
      information. If you think that there is a mistake in these Terms, please contact us to
      discuss.
2. Information about us and how to contact us
   1. Who we are. We are Payrnet Limited, being the issuer of the Card
      (“we”, “us”, “our”) and a company
      incorporated in England & Wales with company number 09883437 and  having its registered
      address at Kemp House, 152 City Road, London, UK EC1V 2NX. We are the issuer of
      your Card.
   2. We are authorised by the Financial Conduct Authority under the Electronic Money Regulations
      2011 (registration number 900594) for the issuing of electronic money
      (“e-money”).
   3. PayrNet is a wholly owned subsidiary of Railsbank Technology Limited and provides
      regulated financial services to Railsbank customers. Payrnet outsources all IT and
      Operations processes to Railsbank, and therefore falls under the Railsbank Privacy
      Policy for the purposes of clause 10 (Data Protection).
   4. Who we work with when providing you with services relating to the Card.
      Although we are the sole issuer of the Card, we work with PayWiser Limited, 36-38
      Westbourne Grove Newton Road, London, United Kingdom, W2 5SH (the
      “Distributor”). You can find out more information on the Distributor on the
      Distributor’s website (being www.paywiser.com  (the
      “Distributor’s Website”).
   5. The Distributor will be your first point of contact in relation to these Terms, for example
      if you:
      1. wish to cancel the Card or complain about the service you have been provided with
         pursuant to these Terms;
      2. let us know that the Card has been or potentially has been lost, stolen or
         misappropriated; and
      3. report an unauthorised Transactions relating to your Card.
   6. The services provided by the Distributor are governed by a separate set of terms and
      conditions which are set out in the following weblink
      https://banking.paywiser.com/CustomerCardTerms&Conditions.html.
   7. We also provide you with the e-money account (the “Account”) where the
      funds, which can be spent using the Card, are held. Our company details are set out in
      section 2.1. The services provided by us for the Account are governed by a separate set of
      terms and conditions between you and us which are set out at
      https://banking.paywiser.com/CustomerBankingTerms&Conditions.html Please
      note that the funds in the Account will not earn any interest.
   8. How to contact us. You can contact us, via the Distributor, by:
      1. telephoning the Distributor at +44 2381680299; or
      2. using any of the communication methods available:
         1. on the secure area of the Distributor’s Website;
         2. on the Distributor’s mobile application (hereinafter referred to as the
            “Distributor’s App”).
   9. How we may contact you. If we have to contact you we will do so by
      telephone or by writing to you at the telephone number, email address or postal address you
      provided to us or the Distributor. Any changes to your telephone number, email address or
      postal address or other personal data we hold about you must be notified by you immediately
      and in writing in accordance with section 2.7.
3. Commencement and expiry of these Terms
   1. You shall be deemed to accept these Terms by using the Card. The Card shall remain our
      property and will be delivered by us, or on our behalf, by the Distributor.
   2. The Terms, excluding Section 7.3, will terminate on the expiry date printed on the Card
      (“Expiry Date”) unless the Card is auto-renewed, in which case you will be
      issued with a new Card before the existing one expires. In this instance these Terms will
      remain valid until the existing Card expires or is otherwise as set out in these Terms.
4. Issuance and activation of the Card
   1. You may be issued with:
      1. “physical” Card, which will have the details of the PAN, the Expiry
         Date of the Card and the CVV code printed on it (the “Physical
         Card”); or
      2. “virtual” Card, in which case you will not receive a Physical Card
         but will receive details of the PAN, the Expiry Date and the CVV2 code (the
         “Virtual Card”).
   2. In order to start using the Card, you may be required to activate it in accordance with.
      instructions given to you by the Distributor. You must keep your Physical Card and the
      details of the Virtual Card (as applicable) in a safe place and protect it against
      unauthorised access or use by third parties.
   3. If you are issued with a Physical Card:
      1. you must sign the Physical Card as soon as you receive it;
      2. you may also receive a secret personal identification number
         (“PIN”) separately by post or you may be able to retrieve it
         electronically via the Distributor’s Website or the Distributor’s App.
   4. You should memorise your PIN when you receive it. If you need to keep the written version of
      the PIN or separately write the PIN down for future reference, you must never keep it with
      the Card. You must never disclose your PIN to any other person, not even us. If you have not
      protected your PIN and your Card is used without your knowledge using the correct PIN, this
      may be classed as negligence for the purposes of Section 8.
   5. You can manage the Card on your secure area of the Distributor’s Website and on the
      Distributor’s App.
   6. The Card shall remain valid until the Expiry Date. If you require a replacement Card, please
      contact the Distributor using the contact details set out in section 2.7. Please note that
      an additional fee may be charged for a replacement Card – please see the fees section for
      more information.
   7. The Card is an e-money product and as such it is not covered by the Financial Services
      Compensation Scheme. You may only use the Card for lawful Transactions.
5. Transactions
   1. Should the relevant card scheme and/or programme allow, you may use your Card to enter into
      the following transactions (hereinafter referred to as “Transactions”):
      1. purchasing goods and/or services from merchants affiliated with the card scheme on
         your Card;
      2. withdrawing cash from authorised banks worldwide;
      3. receiving cash back from merchants (merchant dependent);
      4. making cash withdrawals from automatic teller machines (“ATMs”).
   2. You can authorise a Transaction by:
      1. allowing a merchant to swipe the magnetic strip of the Card and the corresponding
         sales slip being signed; or
      2. inserting the Card into a chip & PIN device and the correct PIN being entered;
      3. providing relevant information to the merchant that allows the merchant to process
         the Transaction, for example, providing the merchant with the PAN, the Expiry Date
         and the CVV2 in the case of an internet or other non-face-to-face Transaction;
      4. relevant information being provided to the payment initiation service provider that
         allows the payment initiation service provider to process the Transaction;
      5. the Card is tapped against a “contactless” enabled reader and accepted by such
         reader.
   3. If any of the methods of authorisation set out in section 5.2  are used, we shall be
      entitled to assume that you have authorised a Transaction unless we were informed that the
      relevant details of the Card have been lost, stolen or misappropriated prior the Transaction
      taking place.
   4. You acknowledge the correctness of the amount of each Transaction which you authorise.
   5.  Once you have authorised a Transaction, the Transaction cannot be stopped or revoked.
      You may in certain circumstances be entitled to a refund in accordance with these Terms.
   6. On receipt of notification of your authorisation of a Transaction and the Transaction
      payment order from the merchant and/or authorised bank, normally we will deduct the value of
      the Transaction, plus any applicable fees and charges, from the available funds in the
      Account. We will execute the Transaction by crediting the account of the merchant’s or ATM
      operator’s or bank’s (as applicable) payment service provider by the end of the next
      business day following the notification. If the notification is received on a non-business
      day or after 4:30 pm on a business day, it will be deemed received on the next business day.
   7. We are not liable if, for any reason, the affiliated merchants or authorised banks do not
      accept the Card, or accept it only partly, nor are we liable in the case of late delivery
      of, or failure to deliver, goods or services. In the event of disputes or complaints of any
      kind concerning goods or services, or the exercise of any right in this connection, you
      should contact the affiliated merchant and/or authorised ban and/or ATM operator.
   8. It is your responsibility to ensure that there are available funds in your Account to cover
      any spend, allowing for any foreign exchange fees and other applicable fees under these
      Terms. Should the Account at any time and for any reason have a negative balance, you shall
      repay the excess amount immediately and in full.
   9. For Card usage conducted in other currencies (other than the currency of the Card), you
      shall accept the exchange rate used by Visa, which can be found
      https://www.visa.co.uk/support/consumer/travel-support/exchange-rate-calculator.html. Any
      changes in exchange rates may be applied immediately and without notice. The exchange rate,
      where applicable to a Transaction, will be shown in the e-statement. Please be careful when
      opting to use a merchant’s, bank’s or ATM operators exchange rates as they are often less
      competitive that the card scheme’s exchange rate.
   10. The maximum amount you may withdraw in cash shall be subject to a daily limit, irrespective
       of the available funds in the Account. We may charge a fee for withdrawal of cash. Some ATMs
       may charge an additional fee, which is not included in the Table, however, will apply on top
       of the fees set out in the Table.
   11. We and the Distributor have the right to review and change the spending limits on the Card
       at any time. You will be notified of any such changes via the Distributor’s Website and/or
       the Distributor’s App.
6. Non-execution of a Transaction
   1. In certain circumstances we may refuse to execute a Transaction that you have authorised.
      These circumstances include:
      1. if we have reasonable concerns about the security of the Card or suspect the Card is
         being used in a fraudulent or unauthorised manner;
      2. if there are insufficient funds available to cover the Transaction and all
         associated fees at the time that we receive notification of the Transaction or if
         there is an outstanding shortfall on the balance of the Account;
      3. if we have reasonable grounds to believe you are acting in breach of these Terms;
      4. if there are errors, failures (mechanical or otherwise) or refusals by merchants,
         payment processors or payment schemes processing Transactions, or
      5. if we are required to do so by law.
   2. Unless it would be unlawful for us to do so, where we refuse to complete a Transaction, we
      will notify you as soon as reasonably practicable that it has been refused and the reasons
      for the refusal, together, where relevant, with the procedure for correcting any factual
      errors that led to the refusal. Where the refusal is reasonably justified, we may charge you
      fee when we notify you that your payment request has been refused.
   3. You may also claim a refund for a Transaction that you authorised provided that your
      authorisation did not specify the exact amount when you consented to the Transaction, and
      the amount of the Transaction exceeded the amount that you could reasonably have expected it
      to be taking into account your previous spending pattern on the Card, these Terms and the
      relevant circumstances.
   4. Such a refund must be requested from us within 8 weeks of the amount being deducted from the
      Card. We may require you to provide us with evidence to substantiate your claim. Any refund
      or justification for refusing a refund will be provided within 10 business days of receiving
      your refund request or, where applicable, within 10 business days of receiving any further
      evidence requested by us. Any refund shall be equal to the amount of the Transaction. Any
      such refund will not be subject to any fee.
7. Access to information on Transactions and available funds in the Account
   1. The Distributor has set up a secure area on the Distributor’s Website and on the
      Distributor’s App where you can view the available balance in your Account and view the
      details of any Transactions you have entered into. You can gain access to this by following
      the instructions on the Distributor’s Website or the Distributor’s App. You must keep the
      credentials to obtain access to the secure areas safe and not disclose them to anyone.
   2. We can, upon request, send you monthly information (“e-statement”) by email setting out:
      1. a reference enabling you to identify each Transaction;
      2. the amount of each Transaction;
      3. the currency in which the Card is debited;
      4. the amount of any Transaction charges including their break down, where applicable;
      5. the exchange rate used in the Transaction by us and the amount of the Transaction
         after the currency conversion, where applicable; and
      6. the Transaction debit value date.

      If you would like us to provide you with the e-statement more often than monthly or not
      by email (or if agreed differently under this section 7, more often than agreed or in a
      different manner than agreed) then we may charge you a reasonable administration fee to
      cover our costs of providing the information more often or in a different manner.

   3. If for any reason you have some available funds left in your Account following the
      termination of these Terms, you may redeem them in full up to 6 years following the
      termination.
8. Loss of the Card / Transaction refunds
   1. As soon as you become aware of any loss, theft, misappropriation or unauthorised use of the
      Card, PIN or other security details, you must immediately notify us using the contact
      details set out in section 2.7.
   2. In the event of theft, you should consider reporting the theft to the police.
   3. If we believe you did not authorise a particular Transaction or that a Transaction was
      incorrectly carried out, in order to get a refund you must contact us as soon as you notice
      the problem using the contact details set out in section 2.7, and in any case no later than
      13 months after the amount of the Transaction has been deducted from your Account.
   4. We will refund any unauthorised Transaction and any associated Transaction fees and charges
      payable under these Terms subject to the rest of this section 8.
   5. This refund shall be made as soon as practicable and in any event no later than the end of
      the business day following the day on which we become aware of the unauthorised Transaction,
      unless we have reasonable grounds to suspect fraudulent behaviour and notify the appropriate
      authorities. If we become aware of the unauthorised Transaction on a non-business day or
      after 4:30 pm on a business day, we will be deemed to have only become aware of the
      unauthorised Transaction at the beginning of the next business day.
   6. If we are liable for an incorrectly executed Transaction, we will immediately refund you the
      amount of the incorrectly executed Transaction together with and any associated Transaction
      fees and charges payable under these Terms. Depending on the circumstances, we may require
      you to complete a dispute declaration form relating to the incorrectly executed Transaction.
      We may conduct an investigation either before or after any refund has been determined or
      made. We will let you know as soon as possible the outcome of any such investigation.
   7. If a Transaction initiated by a merchant (for example, this happens when you use the Card in
      a shop) has been incorrectly executed and we receive proof from the merchant’s payment
      service provider that we are liable for the incorrectly executed Transaction, we will refund
      as appropriate and immediately the Transaction and any associated Transaction fees and
      charges payable under these Terms.
   8. We are not liable for any incorrectly executed Transactions if we can show that the payment
      was actually received by the merchant’s payment service provider, in which case they will be
      liable.
   9. If you receive a late payment from another payment service provider (e.g. a refund from a
      retailer’s bank) via us, we will credit the Account with the relevant amount of any
      associated fees and charges so that you will not be at a loss.
   10. We will limit your liability to £35 for any losses incurred in respect of unauthorised
       Transactions subject to the following:
       1. you will be liable for all losses incurred in respect of an unauthorised Transaction
          if you have acted fraudulently, or have intentionally or with gross negligence
          failed to: (a) look after and use the Card in accordance with these Terms; or (b)
          notify us of the problem in accordance with this section 8;
       2. except where you have acted fraudulently, you will not be liable for any losses:
          1. incurred in respect of an unauthorised Transaction which arises after your
             notification to us of the loss, theft or misappropriation of the Card;
          2. arising where you have used the Card in a distance contract, for example,
             for an online purchase;
          3. arising where the loss, theft or misappropriation of the Card was not
             detectable by you before the unauthorised Transaction took place;
          4. where we have failed to provide you with the appropriate means of
             notification;
          5. arising where we are required by law (anticipated to apply from 14 September
             2019) to apply Strong Customer Authentication (as defined in section 8.11)
             but fail to do so;
          6. the losses were caused by an act or omission of any employee, agent or
             branch of ours or any entity which carries out activities on our behalf.
   11. “Strong Customer Authentication” means authentication based on the use of two or more
       elements that are independent, in that the breach of one element does not compromise the
       reliability of any other element, and designed in such a way as to protect the
       confidentiality of the authentication data, with the elements falling into two or more of
       the following categories: (a) something known only by you (“knowledge”), (b) something held
       only by you (“possession”); (c) something inherent to you (“inherence”). Strong Customer
       Authentication it is used to make Transactions more secure.
   12. We are required to provide Strong Customer Authentication when:
       1. you view the available balance on your Account either through the Distributor’s
          Website or the Distributor’s App and/or through an account information service
          provider (“AISP”);
       2. when you initiate an electronic Transaction, directly [or when you initiate a remote
          electronic Transaction through a payment initiation service provider (“PISP”)]; or
       3. when you carry out any action through a remote channel which may imply a risk of
          payment fraud or other abuses.
   13. If our investigations show that any disputed Transaction was authorised by you or you may
       have acted fraudulently or with gross negligence, we may reverse any refund made and you
       will be liable for all losses we suffer in connection with the Transaction including but not
       limited to the cost of any investigation carried out by us in relation to the Transaction.
       We will give you reasonable notice of any reverse refund.
9. Blocking of the Card
   We may block the Card, in which case you will not be able to execute any further
   Transactions, if we have reasonable concerns about the security of the Card or suspect the Card is
   being used in a fraudulent or unauthorised manner. We will notify you of any such blocking in
   advance, or immediately after if this is not possible, and of the reasons for the suspension unless
   to do so would compromise reasonable security measures or otherwise be unlawful. We will unblock the
   Card and, where appropriate, issue a new Card, PIN and other security features free of charge as
   soon as practicable once the reasons for the suspension cease to exist.
10. Data Protection
    1. You agree that we can use your personal data in accordance with these Terms and our privacy
       policy, which is set out on www.railsbank.com/payrnet. This privacy policy 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. For the avoidance
       of doubt, we will share your personal data with the Distributor.
    2. To comply with applicable know-your-client-rules and anti-money laundering regulations (such
       as the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the
       Payer) Regulations 2017 and the Proceeds of Crime Act 2002, we and/or the Distributor and/or
       each of our banking providers and any other business partner (the
       “Partner”) shall be entitled to carry out all necessary verifications of
       your identity. The above mentioned Partner and the Distributor may use a recognised agency
       for this verification purposes (details of the agency used will be provided to you on
       request). Such verifications will not affect your credit score but may leave a ‘soft
       footprint’ on your credit history.
11. Fees and spending limits
    1. You are liable for paying all fees arising from your use of the Card and subject to all
       spending limits placed on the Card by us.
    2. The fees and spending limits on the Card are set out:
       1. in the table set out in Annex A attached hereto;
       2. on the secure area of the Distributor’s Website; and/or
       3. on the Distributor’s App.
12. Complaints
    1. If you would like to make a complaint relating to these Terms, please contact us using the
       contact details in section 2.7 so we can resolve the issue. We will promptly send you a
       complaint acknowledgement and a copy of our complaints procedure.
    2. Please note that you may request a copy of our complaints procedure at any time. Details of
       our complaints procedure can also be found on our website. You agree to cooperate with us
       and provide the necessary information for us to investigate and resolve the complaint as
       quickly as possible.
    3. We will endeavour to handle your complaint fairly and quickly, however, if you are not
       satisfied with the outcome, you may contact the Financial Ombudsman Service at Exchange
       Tower, London E14 9SR; telephone: 0800 023 4567 or 0300 123 9 123; website:
       http://www.financial-ombudsman.org.uk; and e-mail:
       complaint[email protected]
    4. We are a “trader” and “online trader” for the purposes of the Alternative Dispute Resolution
       for Consumer Disputes (Competent Authorities and Information) Regulations 2015 (“ADR Law”).
       The Financial Ombudsman Service is the only “ADR entity” we are legally obliged and
       committed to use in order to resolve disputes with consumers for the purposes of the ADR
       Law. We do not agree to resolve disputes with consumers using any other ADR entity or
       similar entity.
    5. The European Commission’s online dispute resolution (“ODR”) platform can be found at
       https://ec.europa.eu/consumers/odr/main/?event=main.adr.show. The ODR
       platform can be used to resolve disputes between us and consumers.
13. Third Party Payment Service Providers
    1. This section 13 applies when you use the services of an AISP or a PISP.
    2. We may deny an AISP or PISP access to the Account for reasonably justified and duly
       evidenced reasons relating to unauthorised or fraudulent access to the Account by that AISP
       or PISP, including the unauthorised or fraudulent initiation of a Transaction. If we do deny
       access in this way, we will notify you of the denial and the reason for the denial in
       advance if possible, or immediately after the denial of access, unless to do so would
       compromise reasonably justified security reasons or is unlawful. We will allow AISP or PISP
       access to the Account once the reasons for denying access no longer apply.
14. Cooling off period
    1. If you purchased the Card online or by some other remote means, for example via telephone,
       you are entitled to a 14-day “cooling off” period from the date your received your original
       Card during which you may cancel the Card. Should you wish to cancel the Card and these
       Terms during the “cooling off” period, please return the Card to PayWiser Limited, 36-38
       Westbourne Grove Newton Road, London, United Kingdom, W2 5SH and unused within 14 days of
       issue and a full refund of any fees paid to date will be made to you. If you have used the
       Card, you will not be entitled to a refund of any funds that have been spent, including any
       associated fees, but we will refund any unspent available funds free of charge.
15. Other important terms
    1. The Terms and all communications will be in English. You may request a copy of these Terms
       free of charge at any time during the contractual relationship. If we need to contact you in
       the event of suspected or actual fraud or security threats, we will first send you an SMS or
       email prompting you to contact our customer services team using the contact information we
       have been supplied with.
    2. We may transfer this agreement to someone else. We may transfer our rights
       and obligations under these Terms to another organisation. We will always tell you in
       writing if this happens and we will ensure that the transfer will not affect your rights
       under the contract.
    3. You need our consent to transfer your rights to someone else. You may only
       transfer your rights or your obligations under these Terms to another person if we agree to
       this in writing.
    4. Nobody else has any rights under this contract. This contract is between
       you and us. No other person shall have any rights to enforce any of its terms.
    5. Changes to these Terms / Termination. We reserve the right to amend these
       Terms for any reason by giving you two-months’ notice by e-mail. You will be deemed to have
       accepted the changes if you raise no objection prior to the expiry of the period set out in
       the notice. If you do not wish to accept the changes, you may terminate these Terms
       immediately and without charge by proving us with notice at any time prior to the expiry of
       the notice period. At all other times you may terminate these Terms at any time by giving us
       one months’ notice in accordance with section 2.7 and we may terminate these Terms by giving
       you two months’ notice in accordance with section 2.8.
    6. If a court finds part of this contract illegal, the rest will continue in
       force. Each of the sections and sub-sections of these Terms operate separately.
       If any court or relevant authority decides that any of them are unlawful, the remaining
       paragraphs will remain in full force and effect.
    7. Even if we delay in enforcing this contract, we can still enforce it later.
       If we do not insist immediately that you do anything you are required to do under these
       Terms, or if we delay in taking steps against you in respect of your breaking this contract,
       that will not mean that you do not have to do those things and it will not prevent us taking
       steps against you at a later date. For example, if you do not pay us on time and we do not
       chase you but we continue to provide the services, we can still require you to make the
       payment at a later date.
    8. Which laws apply to this contract and where you may bring legal
       proceedings. These Terms are governed by English law and you can bring legal
       proceedings in respect of these Terms in the English courts. If you live in Scotland you can
       bring legal proceedings in respect of the these Terms in either the Scottish or the English
       courts. If you live in Northern Ireland you can bring legal proceedings in respect of these
       Terms in either the Northern Irish or the English courts.

Annex A – Fees Table
Please contact Paywiser for pricing quotation.

Corporate Terms and Conditions for Business Visa Debit Cards issued by Payrnet Limited.

These terms and conditions apply to your business debit card. You accept these terms and conditions
by activating your debit card. You should read them carefully before activating your debit card. In
these terms and conditions “you” means the Business and/or the named debit Cardholder
authorised by the Business to use the Card. “We”, “us” or “our” means Payrnet Limited.

1. Definitions
   In these terms and conditions the following words and expressions have the following meanings:
   • “Account” means the electronic money account associated with the Card;
   • “Agreement” means this Agreement of open-ended duration between you and us
     incorporating these terms and conditions, as amended from time to time;
   • “Authorised” and “Authorisation” mean the act of authorising a payment
     transfer by using the Card together with (i) the PIN code; or (ii) the CVV code and Expiry
     Date; or (iii) the use of contactless technology; or (iv) the signature of the Cardholder or
   • “Available Balance” means the value of unspent funds in the Account which
     are available for a Cardholder to spend;
   • “Business” means the party authorised to fund the Account and to whom the
     electronic money is issued, which for the avoidance of doubt is not a Micro-Enterprise;
   • “Business Day” means a day other than a Saturday or Sunday on which banks
     are open for business in London;
   • “Card” means a Card, which is a Visa debit card, provided by us to a
     Cardholder whereby the Cardholder can spend Available Balance;
   • “Card Distributor” means [insert name], being your first point of contact
     if you have an issue with the Card or this Agreement, the contact details of which are set
     out in clause 2.
   • “Card Distributor’s App” Means the Card Distributor’s mobile application
     relating to the Account and the Card.
   • “Card Distributor’s Contact Details” Means the email address
     [email protected] and/or the Card Distributor’s Website
   • “Card Distributor’s Website” Means www.paywiser.com, being
     the website belonging to the Card Distributor.
   • “Cardholder” means the person authorised by the Business to use the Card to
     spend Available Balance in the person’s capacity as a representative of the Business and not
     in its own personal capacity. For the avoidance of doubt a Cardholder is not acting as a
     consumer for the purposes of this Agreement;
   • “Expiry Date” means the expiry date of the Card, which will usually be
     printed on the Card.
   • “Fee” means any fee assessed against a Card, as referenced in the Fees
     Schedule;
   • “Fees Schedule” means the fee schedule which may be updated from time to
     time. The current version is available on the Card Distributor’s Website or Card
     Distributor’s App;
   • “Issuer” means Payrnet Limited, further details of which are set out in
     clause 30.
   • “KYC” means ‘know your customer’ which means the requirements for knowledge
     of and information on customers of regulated entities in order to comply with anti-money
     laundering and counter-terrorist financing law;
   • “Merchant” means a retailer or any other person that accepts Cards;
   • “Micro-Enterprise” means an entity which is engaged in an economic activity
     of any form which employs fewer than 10 people and whose annual turnover and/or balance
     sheet total that does not does not exceed €2 million;
   • “PIN” means the personal identification number associated with a Card which
     can be used as one method of Authorising Transactions;
   • “Shortfall” means when the balance of Available Balance is negative for
     whatever reason, including when a Transaction has been Authorised when there was not a
     sufficient Available Balance;
   • “Transaction” means: (i) paying a Merchant for goods and/or services
     through Authorising the Card; and (ii) obtaining cash from an ATM or bank by Authorising the
     Card;
   • “Virtual Card” means where applicable a non-physical Card.
   • “You” means the Business and/or the Cardholder, as the context may require.
2. Contact Details
   
   1. The Card can be activated and managed online via the Card Distributor’s Website and/or via
      the Card Distributor’s App.
   2. The Card Distributor should be your first point of contract if you have any issues with the
      Card or this Agreement. The Card Distributor’s contact details are as follows:
3. This Agreement
   1. This Agreement governs the relationship between you and us for the provision of the Card by
      us to the Cardholder. This Agreement also contains important warnings and information that
      may affect your rights. By using your Card, you will be deemed to have accepted and fully
      understood the terms and conditions set out in this Agreement and you agree to comply with
      these by your use of the Card and/or by indicating your acceptance. The Card remains our
      property. The Card is not transferable.
4. The Card
   1. The Card is a debit card; it is not a credit, charge or pre-paid card. The Business will not
      earn any interest on any funds sent to the Account.
   2. You must ensure that there is sufficient Available Balance to enter into each Transaction
      that you enter into using the Card (including value added tax and any other taxes, charges
      and Fees that are applicable).
   3. Depending on your program you may receive a Virtual Card. In such cases we will provide You
      with the number of the Virtual Card, the Expiry Date of the Virtual Card and the CVV2 code.
   4. If for any reason a Transaction is processed and the Transaction amount exceeds the
      Available Balance, the Business must repay us the amount of such excess immediately and we
      will be entitled to stop any existing or subsequent Transactions from proceeding.
5. KYC
   
   1. We require evidence of who you are and your address for our KYC procedures. We may ask the
      Cardholder or the Business to provide some documentary evidence to prove this and/or we may
      carry out checks on you electronically.
   2. The files of credit reference agencies may be searched to assist in the identity
      verification process. This is not a credit search and does not have a detrimental effect on
      an individual’s credit score/rating or influence an individual’s ability to obtain or raise
      credit. The credit reference agency will keep a record of any search and this will show as a
      ‘soft footprint’ on your credit record to alert you that a search was conducted.
6. Funds in the Account
   1. Only the Business can add money to the Account. The Cardholder will not be able to add money
      to the Account.
   2. We reserve the right to suspend or terminate the right add money to the Account at any time
      without notice.
   3. The Business solely owns the funds representing the Available Balance and is the beneficial
      owner of these funds.
7. Service limits
   
   1. 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.
8. Use of the Card
   
   1. To activate the Card you will need to log onto the Card Distributor App or Card
      Distributor’s Website and use the activate card function.
   2. We will be entitled to assume that a Transaction has been Authorised by You where (i) the
      magnetic strip on the Card was swiped by the Merchant; (ii) the Card was inserted into a
      chip & PIN device and the PIN was entered; (iii) relevant information was supplied to
      the Merchant that allows them to process the Transaction, for example, providing the
      Merchant with the 3-digit security code on the back of the Card in the case of an internet
      or other non-face-to-face Transaction; or (iv) the Card is tapped against a
      contactless-enabled reader and accepted by such reader.
   3. The Cardholder should only use the Card as permitted by the Business. If the Cardholder uses
      the Card, we are entitled to presume that the Cardholder has the Business’ permission to
      spend the Available Balance until notified to the contrary by the Business. The Cardholder
      can use the Card 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, provided that such
      application is included in the card program.
   4. We will deduct the value of the Transactions from the Available Balance in the Account. We
      will also deduct any applicable Fees as soon as they become payable by the Business based
      upon the Fees Schedule.
   5. ATM withdrawals may also be subject to fees, foreign exchange rates, maximum withdrawal
      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.
   6. Like other card issuers, we cannot guarantee a Merchant, an ATM operator or a bank will
      accept the Card.
   7. We may at any time suspend, restrict or terminate the Card and/or the Account, refuse to
      issue or replace a Card or refuse to authorise a Transaction for reasons relating to the
      following:
      1. if we have reasonable grounds to believe that the Card is being in a way which is
         not approved by the Business;
      2. if we have reasonable grounds to believe that the security of the Card has been
         compromised or suspect that the Card is being used in an unauthorised or fraudulent
         manner;
      3. if there is insufficient Available Balance in the Account at the time of a
         Transaction to cover the amount of the Transaction and any applicable Fees;
      4. if there is an outstanding Shortfall in the Account;
      5. if we have reasonable grounds to believe that you are acting in breach of this
         Agreement;
      6. if we have reasonable grounds to believe that a Transaction is potentially
         suspicious or illegal (for example, if we believe that a 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
      7. if we need to do so in order to comply with the law.
   8. 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 the Account 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.
   9. The Business will remain responsible to the Issuer for the use of the Card. Your ability to
      use or access the Card may occasionally be interrupted, for example, if we need to carry out
      maintenance on our systems. Please contact us using the contact details set out in clause 2
      to notify us of any problems you are experiencing using the Card or Account and we will
      endeavour to resolve any problem.
   10. You can manage the Card and view your e-statements by accessing the Account online via the
       Card Distributor’s Website or Card Distributor App. You may at any time view the details of
       the Transactions in the Account using the relevant credentials. You must keep your
       credentials safe and not disclose them to anyone. The Account will include all Transactions
       notified to us up to the evening of the previous Business Day.
   11. Your transaction information (“e-statement”) will contain: (i) a reference
       enabling you to identify each Transaction; (ii) the amount of each Transaction; (iii) the
       currency in which the Card is debited; (iv) the amount of any Transaction charges including
       their break down, where applicable; the exchange rate used in the Transaction and the amount
       of the Transaction after the currency conversion, where applicable; and (v) the Transaction
       debit value date.
9. Conditions of use at certain Merchants
   
   1. In some circumstances we or Merchants may require you to have an Available Balance in excess
      of the Transaction amount.
   2. Some Merchants may not accept payment using the Card. It is your responsibility to check the
      policy with each Merchant. We accept no liability if a Merchant refuses to accept payment
      using the Card.
10. Keeping the Card secure and liability
    
    1. You are responsible for the Card, Account and PIN. Do not share the Card or Account security
       details with anyone.
    2. You must take all reasonable steps to keep the PIN safe and separate from the Card or any
       record of the Card number and not disclose it to anyone else. This includes:
       1. not keeping your PIN with the Card;
       2. not storing the PIN on a device which is not password protected;
       3. never sharing your PIN with anyone;
       4. when entering your PIN, taking all reasonable steps to ensure it cannot be observed
          by others;
       5. not entering your PIN into any terminal that appears to be modified or suspicious,
          and
       6. if you believe that anyone has gained unauthorised access to your PIN, notifying us
          without undue delay following the procedures in clause 16.
    3. 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. If you forget your PIN, you may retrieve the PIN or request a
       replacement PIN by using the contact details set out in clause 2.
    4. We recommend that you check your Available Balance in your Account regularly on the Card
       Distributor’s Website or Card Distributor’s App. You will be provided with your Available
       Balance and a statement of recent Transactions on the Account either by electronic means or
       on the Card Distributor’s Website  or on the Card Distributor App at any time. We also
       recommend and instruct you to go thoroughly over all the Transactions on a regular basis on
       the Card Distributor’s Website or Card Distributor’s App.
    5. The Business 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 the Card, Account or PIN in accordance
       with this Agreement.
    6. The Business 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 30 days of the
       Transaction debit date.
    7. In all other circumstances, the maximum liability will be as set out in this clause 10 and
       in clauses 16 and 18.
    8. If you believe that someone else knows the Account or Card security details, you should
       contact us without undue delay.
    9. Once any Card on the Account 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.
    10. The Business agrees to indemnify and hold us harmless from and against all reasonable costs
        of any legal action taken to successfully enforce this Agreement arising out of a material
        breach of any of the terms and conditions of this Agreement by you or by your fraudulent
        conduct.
11. Authorising and executing Transactions
    
    1. Once a Transaction is Authorised, it cannot be withdrawn or revoked.
    2. Within the European Economic Area (EU countries plus Iceland, Liechtenstein and Norway) we
       will usually execute the Transaction by transferring the amount of the Transaction to the
       payment service provider of the Merchant by the end of the next Business Day following the
       receipt of the instructions to transfer the amount. If we receive the instructions after
       4:30 pm, they will be deemed received by us on the following Business Day. If the payment
       service provider of the Merchant is located outside the EEA, we will execute the Transaction
       as soon as possible.
12. Communications regarding the Account
    1. You can check the Available Balance and Transaction history at any time by logging onto the
       Card Distributor’s Website or Card Distributor’s App.
13. Cancelling the Card and terminating the Agreement
    1. If you wish to terminate this Agreement at any time, you must request cancellation or
       termination by contacting us using the contact details set out in clause 2 informing us of
       your wish to terminate. The Agreement also terminates upon Card expiry subject to clause 14.
    2. Once we have received all the necessary information from you and we have completed and are
       satisfied with the outcome of applicable anti-money laundering, fraud and other illegal
       activity checks (including KYC), and once all Transactions and applicable fees and charges
       have been processed, we will send any Available Balance to the Business’s designated payment
       or bank account less any fees and charges payable to us, provided that no law, regulation,
       law enforcement agency, court or regulatory authority requires us to withhold the Available
       Balance. If we are not able to send the Available Balance for whatever reason, it will be
       safeguarded pursuant to clause 30 for a maximum period of twenty (20) years, after which
       time it will become our property. A fee will be charged during this period until either the
       Available Balance is sent to the Business or it is exhausted. The Available Balance will be
       sent as soon as it is possible to do so.
    3. A Fee may be charged for cancellation (see clause 20 below) unless you have arranged to
       transfer any unused funds to another Card managed by us for the Business.
    4. If, following distribution of the Available Balance to the Business, 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 the Business of the amount and
       the Business must immediately repay us such amount on demand as a debt.
14. Expiry & redemption
    
    1. The funds on the Account will no longer be usable following the Expiry Date of the most
       recent Card that was issued under the Account until a replacement Card is issued.
    2. The Card and this Agreement will terminate on the Expiry Date unless you are issued a
       renewal Card prior to the Expiry Date. You may not use the expired Card after the Expiry
       Date. If a Card expires before the Available Balance is exhausted, the Available Balance on
       the Expiry Date will be returned to the Business as set out in and subject to clause 13.
    3. We will have the right to set-off, transfer, or apply part or all of the Available Balance
       to satisfy all or any liabilities and fees owed to us by the Business that have not been
       paid or satisfied when due.
    4. Authorisation will be requested for a Transaction at the time of the Transaction. In the
       unlikely event, for any reason whatsoever, a Transaction is completed when there are
       insufficient funds on the Account for that Transaction which results in a Shortfall, the
       Shortfall will be repaid by the Business unless it is due to:
       1. an error on the part of the Merchant to which the Card was provided by you as the
          means of payment, or
       2. an error on the part of the Issuer.
    5. Should the Business not repay this amount immediately after receiving an invoice or
       notification from us or the Card Distributor, we reserve the right to take all steps
       necessary, including legal action, to recover any monies outstanding.
15. Termination and suspension of Card and Account
    1. We may terminate the Agreement for any reason by giving you at least 30 days’ notice.
    2. We may terminate the Agreement without prior notice if:
       1. you breach an important part of this Agreement, or repeatedly breach the Agreement
          and fail to resolve the matter in a timely manner;
       2. we so agree with the Business;
       3. the Business fails to pay fees or charges that you have incurred or fail to cure any
          Shortfall, or
       4. we are required to do so by law or by the card scheme (for example, where the
          provision of the Card to you becomes unlawful).
    3. We may also terminate this Agreement or suspend the Card or Account without prior notice if:
       1. we reasonably believe the Card is deliberately being used by you to commit fraud or
          for other illegal purposes, or
       2. we discover that any of the information you provided us with when you applied for
          the Card was incorrect.
    4. If we terminate the Agreement without prior notice, we will tell you as soon as practicable
       afterwards unless we are prohibited by law from doing so.
16. Lost and stolen Card and the right to a refund for unauthorised Transactions
    
    1. If you know or suspect that the Card is lost or stolen, or that the PIN code 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 using the number set out in clause 2 of this Agreement.
    2. A Transaction will be considered to be unauthorised if you have not given your consent for
       the Transaction to be made by Authorising it. In order for any unauthorised Transaction
       amount to be refunded to the Account, you must report the Transaction without undue delay
       upon becoming aware of it. A refund cannot be made for any unauthorised Transaction reported
       after 30 days have passed following the debit date of the Transaction.
    3. Despite the possible 30 day’s refund period, a refund cannot be made for an unauthorised
       Transaction if the Transaction was correctly displayed in the Account activity online and
       you failed to inform us about the Transaction being unauthorised without undue delay upon
       seeing the Transaction in the Account activity online. In this respect we urge you to check
       the Account activity online on a regular basis and review the Transactions carefully.
    4. When you call using the contact details set out in clause 2, you will be asked to provide us
       with the Card’s number where possible and some other identifying details. If there is an
       Available Balance remaining in the Account, we will replace the Card for the Account.
       Alternatively, the Available Balance can be redeemed to the Business. If we replace the
       Card, the Card will be delivered to the registered address subject to possible Fees.
    5. We will refund as soon as possible, and no later than by the end of the day on which the
       unauthorised Transaction is reported by you, 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:
       1. we will refund at the beginning of the next Business Day any unauthorised
          Transactions reported on a day that is not a Business Day or reported after 4:30 pm
          on a Business Day;
       2. 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
       3. if the Card was lost or stolen or you have failed to keep your PIN or other security
          details safe from misappropriation, the Business will be liable for losses up to a
          maximum of 35 GBP (or equivalent in another currency) per instance of loss, theft or
          misappropriation.
    6. The Business 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 comply with the Agreement in relation to the use of the Card and safety of its security
       features.
    7. Except where you have acted fraudulently the Business 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. The Business is not liable for any losses that
       occur where the Card has been used in a ‘card not present’ environment except where you have
       acted fraudulently or with intent or gross negligence.
    8. If there is evidence that you checked the online Account and did not notify us of the
       unauthorised Transaction without undue delay, we may not refund the Account.
    9. 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 the claim and
       subsequently establish that the conditions for the refund have not been met, we may deduct
       it from the Available Balance after notifying you. If there is no sufficient Available
       Balance, the Business must repay us the amount immediately on demand.
17. Our liability
    
    1. We will not be liable for any loss arising from:
       1. your inability to use the Card as set out or for any reason stated in clauses 10 and
          13;
       2. 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;
       3. a Merchant refusing to accept the Card;
       4. any issue with the goods or services that are purchased with the Card;
       5. any loss or theft that is reported later than 30 days following the debit date of
          the Transaction in question;
       6. our compliance with legal and regulatory requirements;
       7. our suspending, restricting or cancelling the Card or refusing to issue or replace
          it in accordance with clause 8 above, or
       8. loss or corruption of data unless caused by our wilful default.
    2. From time to time, your ability to use the Card may be interrupted, e.g. when we carry out
       maintenance to improve and keep the service running for our customers. If this happens, the
       Business may be unable to add funds to your Account, and/or you may be unable to:
       1. use the Card to enter into a Transaction, and/or
       2. obtain information about the funds available in your Account and/or about the recent
          Transactions.
    3. We will not be liable for any loss arising from such interruptions.
    4. We are also not liable for:
       1. business interruption, loss of revenue, goodwill, opportunity or anticipated
          savings, or
       2. any indirect or consequential loss arising from your total or partial use or
          inability to use the Card, or the use of the Card by any third party.
    5. To the fullest extent permitted by relevant law, and subject to clauses 16 and 18, our total
       liability under or arising from this Agreement will be limited as follows:
       1. where the Card is faulty due to our default, our liability will be limited to
          replacement of the Card; and
       2. where sums are incorrectly deducted from the Available Balance due to our fault, our
          liability will be limited to payment to the Business of an equivalent amount, and
       3. in all other circumstances of our default, our liability will be limited to
          repayment of the amount of the Available Balance.
    6. 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.
    7. The above exclusions and limitations set out in this clause 17 will apply to any liability
       of our affiliates, such as Visa 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.
18. The right to a refund for Authorised and incorrectly executed Transactions
    1. A refund may be made 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 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 30 days 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 the conditions for the refund are met. Within ten
       (10) Business Days of receiving (i) the 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 to the Account or provide you with justification for refusing the refund.
    2. In order to receive a refund to the Account 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. A refund will not be made for any
       incorrectly executed Transaction reported after 30 days have passed following the debit date
       of the Transaction.
    3. Despite the possible 30 days refund period a refund will not be made for an incorrectly
       executed Transaction if the Transaction was correctly displayed in the Account activity
       online and you failed to inform us about the Transaction being incorrectly executed without
       undue delay upon seeing the Transaction in the Account activity online. In this respect we
       urge you to check the Account activity online on a regular basis and review the Transactions
       carefully.
    4. 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 the claim.
    5. Where we are liable for an incorrectly executed Transaction, we will without undue delay
       refund the amount of the Transaction to the Account, 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 18.
    6. If we make a refund following a claim and subsequently establish that the conditions for the
       refund have not been met, we may deduct it from the Available Balance after notifying you.
       If there is no sufficient Available Balance, the Business must repay us the amount
       immediately on demand.
    7. If you are not satisfied with the justification provided for refusing the refund or with the
       outcome of the refund claim, you may submit a complaint as described in clause 25.
19. Changes to this Agreement
    1. We may change the Agreement by notifying you by e-mail or other agreed means 2 weeks before
       the change is due to take effect. 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 this case, the Agreement will terminate upon expiry of the notice. You also have a right
       to terminate the Agreement immediately and without charge at any point during the notice. In
       such circumstances we will refund the Available Balance on the Account in accordance with
       clause 13 and you will not be charged a Fee for closing the Account.
    2. We may make immediate changes to the exchange rate used to convert money from one currency
       to another as part of a Transaction.
20. Fees and limits
    
    1. 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 Schedule. The Fees Schedule is subject to changes. The
       most recent update of schedule will be available on the Card Distributor’s Website or Card
       Distributor’s App.
    2. We may charge you an administration charge as set out in the Fee Schedule in the following
       circumstances:
       1. in the event that you make any payment to us that is subsequently reversed after
          sixty (60) days due to inadequate account information or inadequate KYC
          documentation, and
       2. to cover our reasonable costs and expenses in providing you with manual support on
          the Account not otherwise required under the Agreement (e.g. a request for legal,
          police, court or other judicial support).
    3. We may charge you a Fee for chargebacks as set out in the Fees Schedule where a receiving
       bank declines receipt of a payment following a request to transfer the funds from the Card.
    4. We have the right to review and change the amount of Available Balance you are able to have
       in the Account and the spending limits on the Card at any time and will notify you
       accordingly.
21. Cardholder and Business details
    
    1. You must let us know as soon as possible if you change your name, address, phone number or
       e-mail address. If we contact you in relation to the Card or the Account, for example, to
       notify you that we have cancelled the 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.
22. Data protection
    1. You agree that we can use your personal information in accordance with our privacy policy
       which is set out at https://www.railsbank.com/privacypolicy. The Card
       Distributor may also use your personal information in accordance with its privacy policy
       which is set out on the
       https://banking.paywiser.com/CustomerPrivacyPolicy.html Please note that us
       and the Card Distributor are each independent data controllers. Each privacy policy includes
       details of the personal information collected, how it will be used, and who it is passed
       onto. You can tell us if you do not want to receive any marketing materials from us.
    2. To comply with applicable KYC-and anti-money laundering rules and regulations our bank, the
       Issuer, the Card Distributor and the relevant programme manager and/or any
       other business partner (all together a “Partner”) who will introduce the Cardholder to the
       Card Distributor and the Issuer, shall be entitled to carry out all necessary verifications
       regarding the Cardholders identity. The abovementioned Partner and the Card Distributor may
       use a recognised agency for this verification purposes (details of the agency used will be
       provided to you on request). In this respect, the Cardholder’s personal data will be
       transferred to the Card Distributor and the Issuer and will processed also outside the
       United Kingdom.
23. Payment disputes with Merchants
    1. In relation to any dispute between you 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. We may charge you a Fee as
       referenced in the Fees Schedule for any such assistance we may give you with any such
       dispute. If there is an irresolvable dispute with a Merchant in circumstances where the Card
       has been used for a Transaction, you will be liable for the Transaction and will have to
       resolve this directly with the relevant Merchant.
24. Communication
    1. Unless required otherwise by other provisions of this Agreement, if you have an enquiry
       relating to the Card, you can call us using the contact details set out in clause 2.
    2. This Agreement is concluded in English. All communications with you will be in English.
    3. We may contact you by e-mail, text message or post unless provided otherwise under the
       Agreement. You must maintain a valid e-mail 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.
    4. Any e-mail will be deemed received as soon as it is sent unless within 24 hours the sender
       receives a failure notice indicating that the email has not been transmitted. Any e-mail
       will be deemed received by the recipient on the day it is received in his e-mail inbox if
       received before 4.30 pm on a Business Day. If received at any other time, it will be deemed
       received on the next Business Day.
    5. 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.
25. Complaints
    
    1. If you are not satisfied with the Card or the way it is managed, tell us by contacting us
       using the contact details set out in clause 2 so that we can investigate the circumstances
       for you. You may also request to be provided with a copy of our complaints procedure at any
       time. 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.
    2. We will endeavour to handle your complaint fairly and quickly, however, if you are not
       satisfied with the outcome, you may contact the Financial Ombudsman Service at Exchange
       Tower, London E14 9SR; telephone: 0800 023 4567 or 0300 123 9 123; website:
       http://www.financial-ombudsman.org.uk; and e-mail:
       [email protected].
    3. The European Commission’s online dispute resolution (“ODR”) platform is at:
       https://ec.europa.eu/consumers/odr/main/?event=main.adr.show. The ODR
       platform can be used to resolve disputes between the Issuer and consumers.
26. Assignment
    1. We may assign this Agreement to another company at any time. If we assign the Agreement to
       another company you will be given prior notice of this. Unless you tell us within 2 weeks
       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.
27. Governing law
    1. This Agreement will be governed by English law and the English courts will have exclusive
       jurisdiction regarding any legal proceedings between us.
28. Protection of funds
    1. We ensure that once we have received the funds they are deposited in a secure account,
       specifically for the purpose of redeeming Transactions made by the Card. In the event that
       we become insolvent, funds against which the Issuer has already issued electronic money are
       protected against the claims made by creditors.
29. Business opt-out
    1. Pursuant to regulations 40(7) and 63(5) of the Payment Services Regulations 2017
       (“PSR”) the parties agree that: (i) Part 6 PSR does not apply to the
       Agreement; (ii) the obligations set out in regulations 66(1), 67(3), 67(4), 75, 77, 79, 80,
       83, 91, 92 and 94 of Part 7 PSR do not apply to the provision of services under this
       Agreement; and (iii) that a different time period applies for regulation 74(1) of Part 7
       PSR.
30. The Issuer of the Card
    
    1. The Card is issued by Payrnet Limited. whose company number is 09883437 and whose registered
       office is Kemp House, 152 City Road, London, United Kingdom, EC1V 2NX. Payrnet Limited is an
       electronic money institution authorised and regulated by the Financial Conduct Authority
       with register number 900594.
    2. Payrnet Limited. can be contacted by email – [email protected] Payrnet Limited’s web address
       is https://www.railsbank.com/payrnet. (This is the web address of
       PayrNet’s parent company, Railsbank Technology Limited, and Payrnet is a wholly owned
       subsidiary of Railsbank and provides regulated financial services to Railsbank
       customers.)
31. Third Party Payment Service Providers
    1. This section 31 applies when you use the services of an AISP (or PISP). We may deny an AISP
       (or PISP) access to the online account connected to the Card for reasonably, justified and
       duly evidenced reasons relating to unauthorised or fraudulent access to the online account
       by that AISP (or PISP, including the unauthorised or fraudulent initiation of a
       transaction.) If we do deny access in this way, we will notify you of the denial and the
       reason for the denial in advance if possible, or immediately after the denial of access,
       unless to do so would compromise reasonably justified security reasons or is unlawful. We
       will allow AISP (or PISP) access to the online account once the reasons for denying access
       no longer apply.