PAYMENT SERVICES FRAMEWORK AGREEMENT

Concluded between

The vIBAN Holder on one hand and,

Paywink Ltd., 1 Fore Street Avenue, London, England, EC2Y 9DT, regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (registration number 727354) for the provision of payment services on the other hand.

These documents form an indivisible package and govern the Conditions of Use to be abided by vIBAN Holders when using the payment Services provided by Paywink.

In order to keep a copy of these documents, the vIBAN Holder may, at any time, consult them, reproduce them, store them on their computer or any other device, send them by email or print them on paper.

These "General Terms and Conditions of Use of Payment Services" govern the way in which Paywink opens a Payment vIBAN for a vIBAN Holder and provides its payment services. vIBAN Holders should read said conditions carefully before accepting them.

Payment vIBAN: a vIBAN opened with Paywink in order to record ingoing and outgoing payment Transactions, the fees owed by the vIBAN Holder and any chargebacks related to these Transactions, as well as to settle said amounts on the date of their recording in order to produce a net balance.

Payment Transaction: an action involving the wiring, transfer or withdrawal of funds from or to a Payment vIBAN, regardless of any underlying obligation between the payer and the Beneficiary.

Payment Order: approval from the vIBAN Holder granted in accordance with the customised plan and procedures agreed between the vIBAN Holder and Paywink, in order to authorise a payment Transaction.

Provision: amount available as credit on a Payment vIBAN that may be allocated to the execution of future payment Transactions, as determined by Paywink after taking into vIBAN pending payment Transactions and blocked fund amounts.

Third-party payment services provider: a payment services provider, approved by a competent authority within the European Economic Area, that has opened a bank or Payment vIBAN for the vIBAN Holder.

Payment Services: services provided by Paywink under the Framework Agreement, including the execution of transfers and the acquisition of payment orders by transfer.

Internet Site: Refers to the websites https://www.paywink.com/ and https://ecore.paywink.com.net through which Paywink provides its payment Services.

vIBAN Holder: Person or entity with a Payment vIBAN that enables them to pay and/or receive payments.

The vIBAN Holder must comply with the conditions of opening a vIBAN, as described below.

The vIBAN Holder, an individual or a representative of a corporate entity, declares that they are acting on their own behalf.

The vIBAN Holder must use the services provided by Paywink in good faith, solely for legal purposes and in accordance with the provisions of the Framework Agreement.

The vIBAN Holder, a natural person or a representative of a corporate entity, states that they are a resident in UK or the European Economic Area.

For any other country of residence or registration, Paywink may still inspect the request to open a Payment vIBAN in order to ensure its compliance with the geographic scope of its accreditation. The list of countries in which Paywink is authorised to operate as a Payment Institution is available, at all times, on the website of the Financial Conduct Authority

4.1 Submission of identification documents

A new customer, as a legal entity, wishing to become a Payment vIBAN Holder, must provide the following information:

• - A description of the business


• - The company statutes, certified as true copies by the managing partner


• - A proof of identity and address from the officer who signed the Framework Agreement


• - The list of people in possession of more than 25% of the company's capital

A new customer, in the form of a natural person, wishing to become a Payment vIBAN Holder, must provide the following information:

• - A copy of a valid, legible form of identity, deemed acceptable by Paywink, such as an identity card or passport


• - A proof of address from the signee dated less than 3 months (bill from a utility company, landline telephone operator or ADSL/cable TV provider or tax payment receipt received within the last 3 months, or a rent receipt including the lessor's full details)

4.2 Acceptance/refusal to open a Payment vIBAN

Paywink may refuse to open a Payment vIBAN for any reason without having to justify the decision. Such a refusal shall not result in the payment of damages.

As soon as the vIBAN has been opened the vIBAN Holder may begin paying money into its Payment vIBAN by bank transfer with a view to transferring the funds by credit transfer to the Payment vIBAN of another vIBAN Holder. These two payment Transactions are considered indissociable.

Paywink will credit the funds resulting from the payment transaction as soon as possible, and no later than by the end of the working day the funds were received by Paywink.

Paywink provides a payment service that enables vIBAN Holders with a Payment vIBAN to instruct Paywink to carry out a transfer, on the condition that the vIBAN Provision is greater than the total transfer amount (fees included). In the event that the Provision is insufficient, the payment Order will be automatically refused.

The available Provision corresponds to the net balance of the Payment vIBAN, excluding the blocked Provision and outstanding Transactions.

The payment Order must include the following information:

• - The amount in euros (€)


• - The surname and forename of the Beneficiary


• - The number of the vIBAN opened with the Beneficiary's payment services provider

Paywink shall not be held liable if the payment details sent for transfer requests are incorrect or not up to date.

6.1 Irrevocability of a payment Order

A payment Order effectively issued by a vIBAN Holder is irrevocable once the single-use code (TAN) has been entered, after which the vIBAN Holder cannot request its cancellation.

6.2 Execution times

The maximum execution times for payment services are as follows:

• - If it is made out in euros and intended for a credit institution located in a European Union member state, a payment Transaction initiated on a given working day will be executed by Paywink no later than the following working day


• - If it is made out in euros and intended for another Payment vIBAN, a payment Transaction initiated on a given working day will be executed by Paywink no later than said working day

All payment Transactions are displayed within a vIBAN statement, which is updated in real time for each Payment vIBAN. The vIBAN Holder may consult their vIBAN statement through the Website. The vIBAN Holder will have access to the Payment vIBAN statements, displaying all registered incoming and outgoing payment Transactions for this vIBAN.

Paywink will keep all records and documents relating to the payment Transactions carried out on an electronic archiving medium for the statutory time limits.

The Framework Agreement comes into effect for an indefinite period as soon as the vIBAN Holder has accepted these terms and conditions. If the vIBAN Holder is a natural person they have fourteen (14) calendar days to withdraw from the Framework Agreement, free of charge. This short time frame starts the day the Framework Agreement is concluded, that is to say the day the vIBAN Holder accepts these General Terms and Conditions. Within this withdrawal window, the fulfilment of the Framework Agreement cannot start unless expressly requested by the vIBAN Holder. The vIBAN Holder expressly acknowledges and accepts that any payment instruction they send to Paywink prior to the expiration of this withdrawal window, constitutes an express request for the fulfilment of the Framework Agreement. The vIBAN Holder will therefore not be entitled to cancel any payment instructions they send and confirm during this withdrawal window.

The vIBAN Holder may exercise their right to withdraw without penalty or need for justification.

The vIBAN Holder must notify Paywink of their decision to withdraw by sending a registered letter with acknowledgement of receipt to Paywink's headquarters before the end of the fourteen-day window. If the vIBAN Holder does not exercise their right to withdraw, the contract shall be maintained in accordance with the provisions of these General Terms and Conditions. Beyond this point, in order to terminate the Framework Agreement, the vIBAN Holder must follow the termination conditions specified in article 18.

In return for providing the vIBAN Holder with payment Services, Paywink will receive remuneration, the amount and conditions of which are indicated on the Website under the "Pricing" tab. The prices indicated are final. They are not inclusive of tax.

If you are the recipient or payee of a payment we will deduct our charges and transfer fees for each such payment from the money transferred before making it available to you.

Paywink may amend the prices indicated on the Internet Site under the “PRICING” tab. The amendment may take effect within two months of the notification being sent to the vIBAN Holder

10.1 Notification obligation

It is the vIBAN Holder's duty to immediately inform Paywink of any suspected fraudulent access or use of their Payment vIBAN or of any event that is likely to result in such a use, including but not limited to: loss, accidental disclosure or hacking of their Payment vIBAN login details or a non-authorised transaction.

This notification must be sent by email to the following email address: info@paywink.com

10.2 Prevention

Paywink undertakes to make every effort to prevent any other use of the Payment vIBAN.

10.3 Disruption to payment Services

Paywink undertakes to implement all reasonable means available to provide a permanent service. However, Paywink does not guarantee continuous, uninterrupted access to the payment Service.

Consequently, Paywink shall not be held liable for any delay and/or total or partial inaccessibility to the payment Services if such events are caused by factors beyond its reasonable control.

The vIBAN Holder is hereby informed that Paywink may occasionally interrupt access to all or part of the Services in order to carry out repairs, maintenance or improvements, in the event of a suspected hacking attempt, embezzlement or any other security risk, upon request or instructions from competent, qualified individuals or authorities.

Paywink may not, under any circumstances, be held liable for damage caused as a result of this suspended service.

As soon as normal service is restored, Paywink will implement all reasonable means to process all pending payment Transactions as quickly as possible.

Paywink shall not, under any circumstances, be held liable for indirect damages, such as commercial harm, loss of customers, commercial disruption, loss of profit or damage to brand image suffered by a vIBAN Holder or third party, that may have resulted from the payment Services it provides. Any action brought against a vIBAN Holder by a third party is treated as indirect damage and therefore does not entitle the former to compensation.

Unless otherwise stipulated in these General Terms and Conditions or mandatory laws, and without causing prejudice to other grounds for excluding or limiting responsibility defined by this contract, Paywink may not, under any circumstances, be held responsible for any damage caused by a force majeure event or event beyond its control.

Paywink will hold the available funds credited to the vIBAN Holder's Payment vIBAN at the end of each working day in a holding IBAN opened with Paywink's banking partners.

The vIBAN Holder undertakes to respect the strictest confidentiality regarding all technical, commercial or other information to which he may become privy through the fulfilment of payment Services.

This duty of confidentiality will remain in effect for the duration of the vIBAN Holder's subscription to the payment Service and for the three (3) years following the termination of the Framework Agreement. This duty of confidentiality does not apply to information that is or may become available to the public through no fault of the vIBAN Holder.

Paywink respects all the provisions that apply to the protection of personal privacy.

Paywink collects and saves personal data that the vIBAN Holder has willingly provided. As such, data deemed to be of a personal nature includes information regarding identity, telephone numbers, email addresses, place of residence, vIBAN or card number, transactions and transfers and the IP address used by a natural person's computer.

The vIBAN Holder is hereby informed and accepts that Paywink, in its capacity as data controller, will process personal data for the purposes of: respecting all applicable legal or regulatory provisions, particularly with regard to the prevention of money laundering and the financing of terrorism, processing/managing and archiving payment Transactions, monitoring and preventing payment incidents and irregularities (to prevent fraud and any other forms of abuse), central customer management, processing vIBAN Holder requests, carrying out tests, statistics and surveys, training staff appointed to carry out payment Services, monitoring service quality, and offering new services.

The vIBAN Holder is hereby informed that their personal data may be recorded on one or several files in accordance with applicable law and accepts that the data collected will be recorded and processed for the aforementioned purposes.

The vIBAN Holder accepts that the personal data considered strictly necessary for the fulfilment of at least one of the above-mentioned purposes or for the requirements of applicable regulations, may be communicated by Paywink: to subcontractors and external service providers whose intervention is required.

The vIBAN Holder has the right to access their personal data and is hereby informed that they may, at any time, consult the information they have communicated to Paywink. The vIBAN Holder has the right to rectify any inaccurate data that concerns them.

All information saved in Paywink's computer databases regarding payment Orders and Transactions have, until proven otherwise, the same probative value as a hand-signed paper copy, both in terms of their content and the date and time they were produced and/or received. These unalterable, secure and reliable traces are embedded and saved within Paywink's computer systems.

Documents held by Paywink that replicate this information, as well as copies or reproductions of documents produced by Paywink, have the same probative value as the originals, unless proven otherwise.

Paywink may pronounce the temporary and immediate suspension of a Payment vIBAN for any reason, particularly:

• - if the vIBAN Holder has not met the provisions of the Framework Agreement


• - if the vIBAN Holder has provided Paywink with inaccurate, expired or incomplete identification information


• - in the event of a risk of fraud, money laundering or financing of terrorism or a risk that may affect the Payment vIBAN's security


• - in case of a significantly heightened risk regarding the vIBAN Holder's inability to fulfil its payment obligations

This decision shall be justified and notified to the vIBAN Holder by any means possible. The purpose of suspending a payment vIBAN is to protect the vIBAN Holder and may not, under any circumstances, result in the payment of damages to the latter.

The payment vIBAN will be reactivated at Paywink's discretion.

Depending on the seriousness of the failure to comply with the Framework Agreement, and particularly if the Beneficiary has sold illegal products, Paywink reserves the right to terminate the Framework Agreement in compliance with the provisions of article 17.

We carry out certain checks on payments in and out of your vIBAN as part of our fraud prevention measures. We may take whatever action we consider appropriate to meet any obligations, either in the UK or elsewhere in the world relating to the prevention of fraud, crime, money laundering or terrorist activity and the provision of financial and other services to persons who may be subject to sanctions.

This may include, but is not limited to, investigating and intercepting payments into and out of your vIBAN(s) and investigating the intended payer or payee or source of funds. We may also make enquiries to establish whether a person is subject to sanctions.

Carrying out the activities mentioned above may delay the carrying out of payment instructions or the receipt of cleared funds, but where practicable, we will advise you of the reasons for any delay or stop and the likely length of any delay. If we have a reason to believe that a payment into or from your vIBAN is unlawful, we may decline to process it.

We shall not be responsible to you or any third party for any loss, damage or other liability suffered as a result of us carrying out the activities set out above.

The vIBAN Holder may automatically terminate the Framework Agreement, which will result in the closure of their Payment vIBAN, by sending a notification by email to the following email address: info@paywink.com with a month's notice. They must maintain a sufficient Provision in order to ensure the completion of pending payment Transactions, until they have been resolved, and all outstanding fees have been paid.

Paywink may automatically terminate the Framework Agreement, which will result in the closure of their Payment vIBAN, by sending a notification by email to the vIBAN Holder's email address with a month's notice.

In the event of gross negligence by one of the Parties, the Framework Agreement may be terminated with immediate effect by simple written notification sent by email from the prevailing Party.

Gross negligence by the vIBAN Holder is understood to mean: communication of false information; engaging in illegal activity, contravening standards of public decency; money laundering or financing of terrorism; threats to agents of Paywink; defaulted payment; failure to comply with an obligation of this contact; termination of relations between the vIBAN Holder and Partner site; excessive debt or, for legal entities, the nomination of a special mediator and insolvency administrator to initiate rehabilitation or liquidation proceedings.

Gross negligence by Paywink is understood to mean: communication of false information; failure to comply with an obligation of these terms and conditions; the nomination of a special mediator and insolvency administrator to initiate rehabilitation or liquidation proceedings.

In the event of a modification to applicable regulations and their interpretation by the relevant regulatory authority that may affect the ability of Paywink or its authorised representatives to carry out payment Transactions, the Framework Agreement will automatically be terminated. The vIBAN Holder may no longer send payment Orders after the effective termination date. The vIBAN may be maintained for a period of 15 months for the purpose of dealing with possible subsequent disputes and complaints. Payment Transactions initiated before the termination date will not be affected by the termination request and must be fulfilled under the terms of the Framework Agreement.

The termination of the Framework Agreement will result in the permanent closure of the Payment vIBAN. The closure of a Payment vIBAN will not give rise to any compensation, regardless of any possible damage caused by said closure. The vIBAN Holder of the vIBAN closed by Paywink is not authorised, unless explicitly authorised by the latter, to open another Payment vIBAN. Any Payment vIBAN opened in violation of this provision may be immediately closed by Paywink, without notice.

According to the vIBAN Holder's instructions, the Provision on the vIBAN Payment subject to closure may be credited to said vIBAN Holder, subject to outstanding payment Transactions and possible receivables, rejected transactions or objections. If a successor is appointed by Paywink, the vIBAN Holder may be encouraged to close their Payment vIBAN and transfer the Provision to a new Payment vIBAN opened with the institution designated as a successor.

Any draft amendment to the Framework Agreement shall be communicated in paper or durable form to the vIBAN Holder no later than two (2) months before the date proposed for its entry into force.

If the vIBAN Holder fails to communicate an objection to Paywink by the end of this two (2) month deadline, the former is deemed to have accepted said amendments. If the vIBAN Holder rejects the proposed amendment, they may freely terminate the Framework Agreement, by written request, before said amendment comes into effect.

Should administrative formalities be necessary for the fulfilment of these General Terms and Conditions, Paywink and the vIBAN Holder will provide each other with mutual assistance to regulate such formalities.

If one of the non-substantive stipulations of the Terms and Conditions is rendered null and void with regard to an effective rule of law, it will be deemed as not written, but will not invalidate these General Terms and Conditions.

In the event of a difficulty in interpretation arising between any of the titles heading the clauses of the General Terms and Conditions, the titles will not be taken into vIBAN.

These Terms and Conditions and our agreement under these Terms and Conditions and all matters arising from or connected with these Terms and Conditions and our agreement are governed by English law.

The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with these Terms and Conditions and our agreement under these Terms and Conditions (including a dispute regarding their existence, validity or termination or relating to any non-contractual or other obligation arising out of or in connection with them) or the consequences of their nullity. You may also be eligible for redress for any dispute and matter arising out of or in connection with these Terms and Conditions through the dispute resolution mechanism provided by the Financial Ombudsman Service (please see below for further details).

If you have any queries or require a copy of these Terms and Conditions (or any document comprised in them), please contact us using the contact details in clause 1 of these Terms and Conditions.

Paywink will not accept complaints pertaining to relations between vIBAN Holders or between a vIBAN Holder and a third party. This article of the Framework Agreement only covers complaints pertaining to the lack of or poor execution of a payment Transaction carried out by Paywink.

If you do experience a problem, we will always seek to resolve this as quickly and efficiently as possible. However, if you are unhappy and would like to make a complaint, please refer to our Complaints Policy for details of our internal process for dealing with complaints promptly and fairly. Our Complaints Policy is available by contacting our customer service team using the contact details in clause 1 of these Terms and Conditions.

We will then investigate the matter and try to reach a satisfactory conclusion. Complaints may be recorded and monitored for our internal use; we may submit an anonymised summary of complaints made to us during a particular period of time to our regulator. If you are not happy with our final response or, where you are eligible to refer your complaint to the Financial Ombudsman Service, if we have not concluded our investigation in accordance with the timescales required by law, you may be able to refer your complaint to The Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London E14 9SR (http://www.financial-ombudsman.org.uk/).