E-Money Facility Agreement

Last updated: 2nd May 2024

This is your agreement for your preloading facility (the “E-money Facility”). It explains how the E-money Facility works and other important things you need to know. We refer to these terms as the E-Money Facility Agreement.

These terms apply in addition to your Revolving Credit Facility Agreement (as defined below). If there is any inconsistency the terms of this E-Money Facility Agreement will apply.

This E-Money Facility Agreement for your preloading facility and your Revolving Credit Facility Agreement together make up the “Agreement”. Please read them carefully and keep it safe in case you need to refer to it. 

Details on how we use and protect your information, and your rights in relation to the information we hold about you can be found on our website.

If you need additional information or an explanation of any of the terms of the Agreement, please contact us by phone on 020 8962 7401 or by e-mail at contact@capitalontap.com. 

This Agreement is made between:

1. New Wave Capital Limited trading as Capital on Tap, with its principal place of business 7th Floor, The Tea Building, 56 Shoreditch High St, London E1 6JJ ("us", "our" or "we"), and

2. [Business name], [Business address] ("you" or "your"). 
   
   

Definitions

Unless otherwise defined in this E-Money Facility Agreement or the context requires otherwise, words and expressions used in this E-Money Facility Agreement have the meanings given to them in your Revolving Credit Facility Agreement, and as follows:

1. This E-Money Facility Agreement

1. Your rights and obligations relating to the use of your Account are as set out in the Agreement between you and us. If you experience any difficulties in using your Account and/or Card you should contact us using one of the methods specified in clause 15.

2. Save as provided for here, your rights and obligations relating to the use of your Card are as set out in your Revolving Credit Facility Agreement.

3. This E-Money Facility Agreement comes into force when it is signed and dated by both you and us. It is open-ended and has no fixed duration. It will continue until you or we end this E-Money Facility Agreement. The E-Money Facility Agreement, as amended or varied from time to time, supersedes any prior agreement between us and you in relation to the provision of any e-money facility.

4. As you are entering into this E-Money Facility Agreement electronically, once you have clicked on the applicable button at the end of the E-Money Facility Agreement this will have the same effect as if you had signed this agreement.

2. Preloading your account

1. 1. Your Account can only be loaded with funds from you which originate from your business and from the bank account you have notified us is associated with your Account. 

   2. E-money is issued to you by us on receipt of funds for the purpose of crediting your account, where such funds exceed any amounts needed to repay monies borrowed under the Revolving Credit Facility Agreement and any fees and charges we have told you are owed to us. This means you must repay all monies borrowed under the Revolving Credit Facility, and any fees and charges we have told you are owed, in order to use this E-money Facility. Where the balance of the Revolving Credit Facility is zero and there are no fees and charges owed to us, any funds received will be held as e-money on the Account.

   3. You solely own the e-money issued.
      
      

3. How to preload your Account

1. If the method is available in your customer portal, you may use any of the following methods to preload your account:

1. by bank transfer, in which case, you may only use the bank account details we provide to you in your customer portal for the purpose of crediting your E-Money Facility and provide any security information we request;

2. by direct debit, if you complete a direct debit mandate requesting that we take a regular payment. 

2. Once we receive a payment into your Account it will show in your Account and will be available for you to access immediately.

3. A payment coming into the Account may not be credited to the Account if:

1. the Account exceeds any limit on the maximum amount of e-money you can hold in your Account from time to time.; 

2. the Account is inactive or blocked;

3. you or an authorised user have provided incorrect/invalid account details or (where applicable) failed to provide the Unique Customer Identifier for your Account;

4. where you or an authorised user are making the payment by bank transfer, the payment is made from a bank account other than the bank account you have previously notified us is associated with your Account;

5. where you are making the payment by debit card, the card is not one associated with your Account;

6. we suspect fraudulent activity on the Account; or

7. to do so is prohibited by any law.

4. We reserve the right to suspend or terminate the right to preload at any time without notice where you or a Cardholder are in breach of this E-Money Facility Agreement or your Revolving Credit Facility Agreement. 
   
   

4. Protection of funds

1. Once we have received the funds for the purposes of issuing you e-money in accordance with clause 2, they are deposited in a secure account, specifically for the purpose of utilising your E-Money Facility. In the event that we become insolvent, funds against which we, as e-money issuer, have already issued e-money are protected against any claims made by our creditors. 

2. We will not pay any interest on funds held as e-money.
   
   

5. Account Limits

We will communicate any limit to the amount of e-money you can hold in your Account using one of the methods set out in clause 15 and may change these limits in accordance with clause 11. 

6. Using your E-Money Facility

1. You can use your Card in the ways set out in your Revolving Credit Facility Agreement to make payments from your E-money Facility. 

2. You must also continue to keep your Cards and security details secure as set out in your Revolving Credit Facility Agreement.

3. You can use your Card to access e-money in your Account for business purposes by:

1. making purchases of goods and/or services from merchants (“Card Purchases”); and

2. withdrawing cash from ATMs and, if and to the extent made available to you, making a cash-like transaction, such as instructing us online to make a money transfer to your nominated business account (“Cash Drawdowns”).

4. You can authorise a transaction in the ways set out in your Revolving Credit Facility Agreement to make payments from your E-money Facility. These include:

1. presenting your card and providing the security information we request;

2. providing the Card details shown on your card to someone to make a transaction or to authorise a future transaction in a way requested by them (online, by telephone, in writing) and/or providing any other details as requested; 

3. inserting a Card in an ATM and entering your PIN; 

4. waving/swiping the Card over a card reader;

5. using your Security Details and instruct us online to make a Cash Drawdown and providing the Cash Drawdown details we ask for; and/or

6. take any other authorisation steps instructed by us.

5. You can also make a payment through a third party provider (TPP) as set out in your Revolving Credit Facility Agreement.

6. We may set limits on how you can use a Card for example, limiting the amount of cash you can withdraw in a day. We will tell you what these limits are when we give you the Card. If you have a contactless Card, this will have a maximum contactless limit. Each of these limits are set out on our website and may change from time to time. Limits may apply to Cash Drawdowns from your Account; we make limits available to you when you ask us to make a payment. We may also set internal limits for security purposes but won’t make these available to you.

7. When you use your Card we will reflect the payment on your Account balance as a pending transaction as soon as we receive confirmation of the transaction. The transaction amount, as well as all other amounts you become liable to pay us from time to time, will then be deducted from your Account when we receive the request from the merchant's payment service provider or the relevant card scheme. 

8. Each transaction will debit your e-money balance first followed by your Revolving Credit Facility balance, if necessary.

9. When you request a Cash Drawdown, we will send the amount of the payment to your nominated business account by the end of the next Business Day following receipt of your instructions and debit your account at the same time.

10. You cannot cancel a card payment or Cash Drawdown you have asked us to process immediately, once you have authorised it. You can cancel a direct debit instruction to preload your account at any time except when your direct debit payment is pending, which occurs up to 3 Business Days before the payment is scheduled. If you cancel your direct debit mandate, your access to spend on your Card and your access to credit under the Revolving Credit Facility Agreement may be suspended until a new direct debit mandate is set up.

11. When you use your Card to make cash withdrawals from ATMs from your E-money Facility the money will be deducted from your Account on the same day for cash withdrawals in pounds in the UK. For cash withdrawals from ATMs in foreign currency outside the UK payment will be deducted from your Account when we receive details of the withdrawal from the relevant card scheme. You can’t cancel a cash withdrawal after you’ve pressed the button on the keypad agreeing to it.

12. We may refuse your payment instructions for one of the reasons set out in your Revolving Credit Facility Agreement. In particular, we may refuse a payment instruction if:

1. our fraud prevention, financial crime or other legal and regulatory requirements prevent us from carrying out the payment or mean that we need to carry out further checks;

2. you have broken this Agreement in a way that we reasonably believe justifies us refusing or delaying your payment; 

3. we believe that processing your instruction would break this Agreement;

4. your instruction doesn't contain all the information we need to properly process the payment;

5. any step, application or proceeding is taken by you or in respect of all or any part of your undertaking for a voluntary arrangement or composition or reconstruction of your debts, winding up, dissolution, administration or receivership (administrative or otherwise);

6. we're not permitted by a third party such as the relevant card scheme provider to allow the payment or Cash Withdrawal;

7. we believe that the transaction is not for business purposes;

8. we have reasonably asked you for important information and you have not provided us with that information; or

9. we have suspended your Card.

13. You must not use your Card for any unlawful purpose including, but not limited to, purchasing goods or services which are prohibited by any law of regulation in the UK or in any other jurisdiction. As set out above, we may also refuse your payment instruction if we believe you are using your E-Money Facility or your Account for such purposes.

14. We may temporarily or permanently suspend your ability to use your Card and stop TPPs from making payments on your behalf as set out in your Revolving Credit Facility Agreement, which includes if:

1. we reasonably think it necessary to protect the security of any Cards or your Account;

2. we suspect or you tell us there may be unauthorised or fraudulent use of the Card.     

15. You must not make Card Purchases from your business or your own acquiring terminal.
    
    

7. Foreign Currency payments

Any non-sterling payments to merchants (foreign currency payments) are converted to sterling by the relevant card scheme provider using wholesale market rates applying on the day the conversion is made. The conversion is made on the day we receive details of that foreign currency conversion. See your Revolving Credit Facility Agreement for further details.

8. Charges

1. We tell you about all the charges that we make, but using your Card may mean that you have to pay other amounts to someone else. For example, some merchants and ATM operators may charge an extra fee for credit card payments. 

2. You must pay any reasonable costs we incur in enforcing our rights under the Agreement, after as well as before any court order, including the cost of finding you if you change your address but do not tell us.

9. Account information

1. You can check the available balance and transaction history on the Account by logging into your Online Portal. 

2. We will provide your monthly Account statements in accordance with your Revolving Credit Facility Agreement.
   
   

10. Unauthorised and incorrectly executed payment transactions

1. If a payment has been made out of your Account which is unauthorised (for example, a Cardholder has not given consent for the payment to be made) you can ask us for a refund, but must tell us as soon as possible (and no later than within 13 months of the date the money was deducted from your Account) by contacting us in accordance with clause 15.

2. We will deal with the disputed transaction, incorrectly executed payment transactions, and refunds for transactions of unspecified amounts in the ways set out in your Revolving Credit Facility Agreement. For details of what steps we take when a payment has been made into your Account by mistake, also refer to your Revolving Credit Facility Agreement.
   
   

11. Changes we can make to this E-Money Facility Agreement

1. We may change this E-Money Facility Agreement by providing you with at least 2 months’ written notice, save where changes are made in accordance with clause 11.3.

2. If you do not agree with the changes to the E-Money Facility Agreement, you may at any time terminate your E-Money Facility Agreement and close your E-money Facility in accordance with clause 12 at that time without a charge. However, in the event you do not close your E-Money Facility during this notice period then you will be deemed to have accepted the changes and the changes will apply to you.

3. If a change is favourable to you, we do not have to tell you in advance and the changes will apply from the time we specify. We also won’t tell you in advance if we need to make a change because a change in law or regulation says that we have to by a particular date, and there isn’t time to give you notice.

4. Any changes to this E-Money Agreement do not change the terms of any other agreement you may have with us.
   
   

12. Closing your account and redeeming e-money

1. You may close your E-money Facility at any time and redeem any e-money available balance on the Account by contacting us in accordance with clause 15.

2. Once your e-money available balance is redeemed and the E-money Facility is closed, this E-Money Facility Agreement will terminate. However, if paragraph 12.7 applies then your E-money Facility will remain active and your E-Money Facility Agreement will continue to apply to you until there is no e-money available balance outstanding on your Account.

3. All payments made to your Account intended to constitute e-money will be rejected once your E-money Facility is closed. 

4. We can close the E-money Facility by giving you at least two months’ written notice, or without notice for any of the reasons outlined in clause 12.5. Upon closure of your E-money Facility, we will repay your e-money balance to you. 

5. We may close your E-money Facility immediately, without notice for any of the reasons below:

1. you are in breach of any material obligations under your Agreement and you have failed to remedy the breach within a reasonable time of us requesting you to do so; 

2. we have reason to believe you have provided us with any false or misleading information; 

3. we have reason to believe you have acted fraudulently; 

4. we believe that this is necessary for security reasons;

5. you display threatening or abusive behaviour towards our staff; 

6. any step, application or proceeding is taken by you or in respect of all or any part of your undertaking for a voluntary arrangement or composition or reconstruction of your debts, winding up, dissolution, administration or receivership (administrative or otherwise);

7. our internal policies (including, but not limited to, our anti-money laundering and fraud policies) require us to do so; 

8. there is any change in law, regulation, guidance, industry best practice, internal policy or company product offering which prevents us from continuing to provide your Account and/or the E-Money Facility; 

9. your Revolving Credit Facility Agreement has terminated; or

10. an E-Money Provider Insolvency Event occurs.

6. In the event that we do terminate your E-money Facility then if we are able to do so, we will let you know as soon as reasonably practicable afterwards (to the extent that we are permitted by law).

7. If we find any additional interest, withdrawals, fees or charges have been incurred on your Account following the processing of a redemption request or a termination, those transactions will be funded by your credit limit agreed under your Revolving Credit Facility Agreement. Should both your Revolving Credit Facility Agreement and the E-Money Facility Agreement be terminated, you will be required to repay immediately any funds owed. If you do not repay this amount immediately or after we request we reserve the right to take all steps necessary, including legal action, to recover any monies outstanding.
   
   

13. Assignability

1. 1. We may at any time assign, transfer or novate any rights, benefits and/or obligations under this E-Money Facility Agreement, in whole or in part, to a third party (including without limitation to any bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of providing e-money services). 

   2. For the avoidance of doubt, this E-Money Facility Agreement will remain valid and enforceable against you upon any such assignment by us. Any references to “us” or “we” will be references to the transferee. You may not assign, transfer or novate your rights or obligations under your Agreement.
      
      

14. Set-off

We will have the right to set-off, transfer, or apply part or all of the e-money available balance to satisfy all or any liabilities and fees owed to us by you that have not been paid or satisfied when due.

15. Contacting each other

1. 1. You can contact us by: 

      1. writing to us at our address;

      2. emailing us at contact@capitalontap.com;

      3. using any tools and / or the Chatbot function on the Online Portal; or

      4. phoning us on 020 8962 7401.

   2. We may contact you by emailing you, writing to you, phoning you or by sending you an SMS (text message) using the latest contact details you provided to us. To set up an Account you must provide us with information about you, including your email-address and phone number. Please make sure this is correct and tell us if anything changes. You are obligated to keep all of your account information including contact information, business details and personal information up to date.

   3. Unless you contact us and tell us otherwise, we may send documents (including statements and notices) to you electronically via the Online Portal.

   4. If we become aware of an actual or suspected fraud or a security threat affecting your Account, we will contact you on the latest telephone number that we hold for you to inform you. If we cannot reach you by telephone, we will contact you by email or by post at your last known address. 

   5. 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 4.30pm on a Business Day. If received at any other time, it will be deemed received on the next Business Day. 

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

16. Complaints

1. 1. If you have a complaint about our services, please contact us using one of the methods provided in clause 15. For information on how we will handle your complaint, please contact us. 

   2. If any complaint you make is not resolved to your satisfaction then you may be able to refer your complaint to the Financial Ombudsman Service, Exchange Tower. Details about their service and how to refer a complaint to them can be found on their website at www.financial-ombudsman.org.uk and you can write to them at Exchange Tower, Harbour Exchange Square, Isle of Dogs, London E14 9SR. 

   3. You may also complain to the Financial Conduct Authority who can be contacted at their address, 12 Endeavour Square, London E20 1JN.
      
      

17. Limitation of Liability

Clause 22 of your Revolving Credit Facility Agreement also applies to your E-money Facility and this E-Money Facility Agreement as if set out in full here, and as if references to ‘this Agreement’ in that clause are references to both your Revolving Credit Facility Agreement and this E-Money Facility Agreement.

18. General terms

1. You shall comply with all applicable laws and regulations.

2. The courts of England and Wales have non-exclusive jurisdiction to deal with any disputes between us (including (but not limited to) a dispute relating to the existence, validity or termination of this E-Money Facility Agreement).

3. This E-Money Facility Agreement, and any discussions we have had with you about entering into it, and the operation of your Account is governed by English law. All terms, correspondence and any communication from us will be in English.

4. This E-Money Facility Agreement does not give you any rights against any card scheme provider, their affiliates or any other third party. 

5. We are authorised and regulated by the Financial Conduct Authority under the Electronic Money Regulations 2011, Firm Reference 900922, for the issuing of electronic money.

6. You can ask us for an additional copy of your E-Money Facility Agreement at any time. 

7. If we fail to insist that you perform any of your obligations, or if we do not enforce our rights against you, or if we delay in doing so, that does not mean that we have waived our rights or that you do not have to do those things. 

8. Each of the clauses of this E-Money Facility Agreement operates separately. If any court or regulator decides that any of them are unenforceable, the remaining conditions will remain in full force and effect.

9. References to this E-Money Facility Agreement, and the Agreement, includes any amendment to, addition to, or replacement of it.

10. You should be aware of the possibility that other taxes or costs may exist in addition to the sums referred to in this E-Money Facility Agreement and the Revolving Credit Facility Agreement which are not a condition of the Agreement or imposed by us.