Condiciones generales

1.1. This document establishes a legally binding agreement between you (referred to as "Customer" or "you" as applicable) and SMARTFLOW PAYMENTS LIMITED trading as SENDS (referred to as "SENDS," "we," "us," or "our" as applicable), which sets forth the terms and conditions governing the provision of our Services (referred to as the "Agreement"). SENDS and the Customer will be collectively referred to as the "Parties" and individually as a "Party" hereinafter. By selecting the "Accept," "Agree," or similar option, if provided on our Website, the Customer acknowledges and accepts the terms of this Agreement. Selecting the "Accept," "Agree," or similar option constitutes an advanced digital signature by the Customer, thereby considering the electronic document of the Agreement as validly signed by the Customer.

1.2. SMARTFLOW PAYMENTS LIMITED is a company incorporated under the laws of England and Wales, with the number 11070048, with the registered and trading address at 11 Garden Court Tewin Road, Welwyn Garden City, Herts, England, AL7 1BH. SMARTFLOW PAYMENTS LIMITED is authorised by the Financial Conduct Authority, firm reference number 900873, to issue electronic money and provide payment services.

1.3. This Agreement refers to and includes additional documents (referred to as the "Additional Documents") that also apply to the use of the Services: Our Privacy Policy sets out the terms governing the processing of personal data we collect about the Customer or that the Customer provides to us. By using our Services, the Customer consents to such processing and ensures the accuracy of all data provided. Our Cookie Policy provides information about the use of cookies on our Website. Our Pricing Page outlines the fees and charges applicable to the Services. Our Prohibited Activities list contains the activities that we determine to be prohibited from time to time (collectively referred to as "Prohibited Activities").

1.4. The definitions of capitalised terms are provided in Section 2 "Definitions and Interpretations" or are defined within this Agreement or the Additional Documents.

1.5. In the event of any inconsistencies between this Agreement and the Additional Documents or information provided on our Website, the provisions of this Agreement shall prevail unless otherwise stated.

1.6. For certain Services, you may be required to agree to additional terms and conditions, which we will notify you of before using that specific service.

1.7. Changes to this Agreement in the future. Subject to section 15, SENDS may modify this Agreement periodically. The revised Agreement will become effective upon its posting on our Website or on the date notified to the Customer. The Customer agrees to regularly review SENDS's Portal and Application to stay informed about any changes to the Agreement and the Services.

1.8. Accessing a copy of this Agreement. The Customer can always view the most up-to-date version of this Agreement and print a copy from our Website and App.

In this Agreement, the following terms have the specified meanings, unless the context requires otherwise, and can be used in singular or plural form as appropriate:

2.1. Account refers to the Customer's Electronic Money account established with SENDS.

2.2. Business day refers to any day other than Saturday, Sunday, bank holidays in England and Wales, and any non-business days announced by SENDS to the Customer in advance.

2.3. Electronic Money or E-Money has the definition as provided in the Electronic Money Regulations 2011.

2.4. Intellectual Property encompasses(i) rights related to trademarks, logos, patents, registered designs, design rights, copyrights and related rights, moral rights, databases, domain names, utility models, including registrations, applications, renewals, or extensions of such rights, and similar or equivalent rights or forms of protection worldwide;(ii) rights associated with unfair competition, passing off, and past infringement; and(iii) trade secrets, confidentiality, and other proprietary rights, including technical information and know-how.

2.5. Login Authorization Data includes all information provided to the Customer for authentication and login purposes, such as a unique account number, password, login code, and verification messages.

2.6. SENDS Payment Method refers to a payment method made available by SENDS to the Customer for adding funds to the Account, transferring or withdrawing funds using money transfers or payment instruments (e.g., debit, e-wallets, etc.).

2.7. Services encompass the Account and any services, products, content features, technologies, or functions offered by SENDS, through its websites, mobile applications, and service models, including but not limited to SENDS Portal and SENDS APP.

2.8. SENDS Portal refers to the software/hardware complex, including our Website, that enables the Customer to access the Services and can be accessible on https://dashboard.sends.co/login, and

2.9. The website denotes any webpage of SENDS, including but not limited to www.sends.co and https://smartflowpayments.co.uk/.

2.10. SENDS APP refers to the mobile application, which enables the Customer to access the Service via iOS https://apps.apple.com/ua/app/sends/id6458143705 and Android https://play.google.com/store/apps/details?id=com.sends.app&pli=1.

2.11. When interpreting this Agreement:● References to persons include individuals, corporate bodies, unincorporated associations, partnerships, and any other entities.● Words denoting gender include all genders.● References to a Section or Sections denote the respective section(s) of this Agreement.● Headings are for reference purposes only and do not affect the interpretation of the Agreement.● References to statutes or statutory provisions include any subordinate legislation made under them and shall be construed as references to such statutes, statutory provisions, and/or subordinate legislation as modified, amended, extended, consolidated, reenacted, and/or replaced and in force from time to time.

3.1. Eligibility. To utilise the Services except acquiring services, the Customer must be:● an individual must be UK residents aged 18 or over. Subject to successful identity and residency verification. See https://sends.co/terms-and-conditions for full Terms and Conditions● a legal entity registered in the Listed countries mentioned in the Annex 1 herein.To utilise the internet acquiring services the Customer must be a legal entity registered in the United Kingdom.

3.2. Authority to Bind the Business. By operating or using an Account on behalf of a business, the Customer, as a representative of the business, confirms that they have the authority to bind the business to the terms of this Agreement. SENDS reserves the right to request proof of such authority at any time. Failure to provide acceptable proof of authority may result in the closure, suspension, or denial of access to the Account or Services held by the business.

3.3. SENDS's Discretion to Accept Customers. SENDS is not obligated to accept or authorise any Customer. SENDS has the discretion to determine the necessary information to be requested from the Customer and whether to authorise the Customer to use the Services, as well as the conditions under which such authorization is granted.

3.4. Customer Information. The Customer agrees to provide any information requested by SENDS. SENDS is legally required to conduct security, verification, and due diligence checks on the Customer in order to provide Services and maintain an Account. The Customer agrees to comply with SENDS's requests for additional information and provide such information in an acceptable format.

3.5. Accuracy of Information. All information provided by the Customer to SENDS must be complete, accurate, and truthful at all times. The Customer must promptly notify SENDS of any changes in circumstances or facts related to the provided information or documents. SENDS cannot be held responsible for any losses resulting from the Customer's failure to do so. SENDS reserves the right to request confirmation of the accuracy of the Customer's information or additional supporting documents at any time.

3.6. Information from Other Sources. The Customer agrees that SENDS may, directly or through third parties, make necessary inquiries to validate the provided information, including checking commercial databases or credit reports. The Customer authorises SENDS to obtain one or more credit reports periodically for establishing, updating, or renewing the Customer's Account or in the event of a dispute relating to this Agreement or the Services. The Customer also agrees that SENDS may disclose certain information about their business to a credit reporting agency for the purpose of obtaining a credit report.

3.7. Termination or Suspension of Services. SENDS reserves the right, among other measures, to unilaterally terminate this Agreement or suspend or terminate the provision of Services to the Customer, including immediate suspension or deactivation of the Customer's Account, if SENDS is unable to obtain or verify the Customer's information.

3.8. Website Access and Maintenance. The Customer acknowledges that SENDS may occasionally restrict access to the Website for repairs, maintenance, or the introduction of new features or services.

3.9 Card Issuance. SENDS provides card issuance services exclusively for IBAN accounts denominated in Euros (EUR). You may only request and receive a virtual payment card, if you hold an active EUR-denominated account with SENDS. Currently, card issuance is not available for accounts denominated in any other currency.

4.1. Customer's Warranties and Representations:4.1.1. The Customer warrants and represents that it is a validly organised and existing company in good standing under the laws of its principal offices jurisdiction. The Customer agrees to promptly inform us of any changes to its legal status.4.1.2. The Customer warrants and represents that it will not use the Services for Prohibited Activities and that it will not engage in any illegal, fraudulent, deceptive, or manipulative acts or practices. Furthermore, the Customer warrants and represents that it will not send or receive funds from an illegal source.

5.1. Your Account can be managed online on the SENDS Portal and SENDS APP.

If you have any complaints or wish to raise any dispute or issue, please contact us at [email protected] so we can address the issue. Please refer to sends.co/complaints to see our complaints handling procedure.

If you have an urgent support issue which cannot be resolved through the Website, you can contact us on +44 7345 762 025 or [email protected]

5.2. Notification Methods: The Customer agrees that SENDS may provide notices or other information using the following methods:5.2.1. Posting on SENDS's Website, including information accessible only after logging into the Customer's Account.5.2.2. Sending emails to the email address registered with the Account.5.2.3. Sending SMS messages.5.2.4 Sending Push notifications via SENDS APP.

5.3. Communication Requirements. The Customer must have internet access, an active email account, and a valid mobile number to receive communications and information related to the Services. The Customer is solely responsible for ensuring such access.

5.4. Notice Delivery. Notice will be considered received by the Customer within 24 hours of being posted on the SENDS website, emailed, or sent via SMS. If notice is sent by mail, SENDS will consider it received by the Customer 3 business days after it is sent to the registered address.

5.5. Notice to SENDS. Any notices to SENDS regarding this Agreement must be delivered via email to [email protected]

5.6. Exclusions. Sections 5.1 to 5.5 do not apply to notices given in legal proceedings, arbitration, or other dispute resolution proceedings.

5.7. Opting Out. The Customer may choose to opt out of receiving certain required disclosures through electronic communication by adjusting the settings in their Account.

5.8. Language. English is the language used for the communications between the Customer and SENDS.

5.9. Recording of Communications. SENDS reserves the right to record or log all conversations, exchanges (including registration chats), emails, and meetings with the Customer at its discretion. Such recordings or transcripts may be used as evidence in disputes or anticipated disputes with relevant parties, including regulatory authorities and courts of law. The Customer, however, cannot rely on the availability of such recordings.

5.10 All communications between the Customer and SENDS shall be conducted in a respectful and professional manner. Neither party shall use offensive, abusive, or insulting language, including but not limited to threats, derogatory remarks, or profanity. In the event of repeated or severe breaches of this obligation by the Customer, SENDS reserves the right to suspend or terminate the provision of Services.

6.1. Account Creation and Usage: Upon completing the onboarding process and further acceptance and authorisation by SENDS, the Customer will be provided with an Account. The Account is personal and exclusive to the Customer, granting them the right to access and use SENDS Services within it, solely for the declared activities and purposes specified in the Account application. If there are any changes in the Customer's activities or purposes, the Customer must promptly notify SENDS.

6.2. Account Functionality: The Account enables the Customer to hold, spend, send, receive funds, and perform currency conversions. The Customer can hold funds in any of the supported currencies available at that time.

6.3. Customer Acknowledgements: SENDS is not a credit institution (bank), and the Customer's Account does not constitute a bank account. SENDS does not act as a trustee, fiduciary, or escrow holder in relation to E-Money held in the Customer's Account. E-Money held within SENDS does not accrue interest, and SENDS does not provide interest on balances in the Customer's Account. The Customer's funds held with SENDS are not covered by any deposit protection scheme, including the Financial Services Compensation Scheme (FSCS).

6.4. Safeguarding: SENDS ensures the safeguarding of funds received from or on behalf of Customers in exchange for E-Money by maintaining dedicated accounts with licensed financial institutions in the United Kingdom, adhering to the requirements set forth by applicable law.

7.1. Accessing and Contacting SENDS:7.1.1. The Customer can access their Account and perform transactions by entering the provided Login Authorisation Data. The Customer can access their Account from SENDS Portal at https://dashboard.sends.co/login or via the SENDS APP. In case of any login authorization issues, the Customer should seek technical assistance by contacting SENDS

7.2. Account Transactions and Identity Verification:7.2.1. Any individual accessing the Account using the Login Authorisation Data will be considered the Customer, and all transactions or activities conducted under the Account will be attributed to the Customer without further clarification from SENDS. SENDS retains the right to request additional identification elements as necessary to verify the Customer's identity.7.2.2 The account base currency is GBP. The Customer can also open accounts in EUR and USD currencies.7.2.3 Sends provides Faster payment service for GBP and SWIFT payment services for GBP, EUR and USD. Additionally Sends provides SEPA for inward and outward EUR payments.

7.3. The availability of SENDS Payment Methods for adding, withdrawing, or transferring funds to or from the Account is dependent on various factors, including the Customer's residency and verification status. SENDS does not guarantee the continuous availability of any specific SENDS Payment Method, and the offering of such methods may change or be discontinued without prior notice to the Customer.

7.4. FX Differences and Currency Conversion: Due to cross-border payment regulations and settlements, there may be a difference between the processed amounts and the settled amounts, even when the transaction and Account currencies are the same.

7.5. Funding Methods: The Customer can add funds to their Account by purchasing E-money using one of the available SENDS Payment Methods. By doing so, the Customer authorises SENDS to receive funds on their behalf from the chosen payment service provider, deducting any applicable fees, and crediting the corresponding E-money to the Customer's Account.

7.6. Responsibility for Transfer Duration: SENDS cannot be held responsible for the time it takes for funds to be sent to SENDS by the Customer's or a third party's bank or payment service provider.

7.7. Limits and Requirements: SENDS may impose limits on the amount of E-money the Customer can add to the Account or impose specific requirements or refuse funds from the Customer for electronic money purchases, at its discretion.

7.8. No Refunds: Once electronic money has been purchased and deposited into the Customer's Account, no refund is available. To access the funds, the Customer must withdraw the electronic money following the steps outlined in the "Withdrawing funds from your Account" section.

7.9. Receiving Funds from Other Sources: SENDS may provide the Customer with Account Details to receive funds from third parties. These Account Details are not bank accounts but serve as a means to receive funds into SENDS's account for crediting the Customer's Account, regardless of currency.

7.10. Chargeback Fees: If the Customer receives a card-funded payment into the Account and initiates a chargeback, SENDS may apply a fee for facilitating the chargeback process, which will be deducted from the Customer's Account.

7.11. Withdrawal Process: The Customer can withdraw electronic money from the Account using one of the available SENDS Payment Methods. SENDS is authorised to withdraw E-money via the chosen method, deducting applicable fees, and returning the funds to the Customer.

7.12. Withdrawal Fees: SENDS may charge a fee for each withdrawal request, the exact amount of which will be provided to the Customer upon submission of the request. Detailed information on fees can also be found on SENDS's pricing page.

7.13. Initiation of Transfers: The Customer can set up transfers through the SENDS Portal by providing the necessary transfer information. The transfer purpose should align with the Customer's specified business nature provided during the Account application process. Once a transfer is initiated, it cannot be cancelled or altered.

7.14. Transfer Completion Time: SENDS will make reasonable efforts to ensure that funds arrive in the recipient's bank account or payment account within the estimated timeframe provided to the Customer. However, the timing of funds availability is subject to the recipient's bank or payment provider and beyond SENDS's control.

7.15. Customer Responsibility for Information Accuracy: The Customer must ensure that all information provided for transfers is accurate. By initiating a transfer, the Customer confirms the correctness of the entered data and bears full responsibility for any mistakes.

7.16. Consequences of Incorrect Information: If the Customer provides incorrect information, SENDS may, at its discretion, assist in recovering the funds but cannot guarantee successful recovery due to policies and practices of other banks and institutions. The Customer acknowledges that providing an incorrect account number may result in the funds being transferred to the wrong recipient.

7.17. Currency Conversion: The Customer can convert funds from one currency to another within the Account. SENDS will provide the Customer with the offered exchange rate and applicable fees before initiating the currency conversion.

7.18. SENDS's Right to Refuse Currency Conversion: SENDS reserves the right to refuse any currency conversion order at its sole discretion, such as in cases of insufficient available funds or if the Customer is suspected of engaging in prohibited trading activities. SENDS will endeavour to notify the Customer of any refusal and provide reasons for such refusal, unless prohibited by law.

7.19. Transaction History: The Account's transaction history, including fees and transaction statuses, will be recorded in the Account's History section. The Customer can access and download this information at any time free of charge.

7.20. Statement Requests: If the Customer's Account is closed for any reason, they can request statements of their Account by contacting SENDS.

8.1. Recommended Use of Services: We advise the Customer to use the Services for sending money to trusted and verified businesses and third parties with whom they have a prior relationship. It is not recommended to use the Service for sending money to unfamiliar individuals.

8.2. Customer Responsibilities:8.2.1. Confidentiality of Login Authorisation Data: The Customer must take all necessary measures to keep the Login Authorisation Data confidential and safeguard it against misuse.8.2.2. Reporting Compromised Data: The Customer should immediately notify SENDS if they suspect that their Login Authorisation Data or Account has been compromised or accessed by a third party.8.2.3. Regular Account Monitoring: It is the Customer's responsibility to regularly check the Account's transaction history and promptly contact SENDS if any questions or concerns arise.8.2.4. Secure Email Account: The Customer should maintain the security of their email account and promptly inform SENDS if their email account is compromised.8.2.5. Updated Browser: The Customer should ensure that their device's browser is updated to the latest available version.8.2.6. Updated Operating System: The Customer should regularly update their device's operating system with the security updates provided by the operating system provider.8.2.7. Secure Login: The Customer should only enter their Login Authorisation Data on SENDS's official website and be cautious of fraudulent emails, SMS messages, or malicious advertisements that may lead to fake login portals.

8.3. Prohibited Actions:8.3.1. Non-Disclosure of Login Authorisation Data: The Customer must not disclose their Login Authorisation Data to anyone.8.3.2. Unauthorised Access: The Customer must not allow any third party to access their Account or observe their access, including granting remote control of their device(s) to others.8.3.3. Avoidance of Authentication Process: The Customer must not engage in any activity that would compromise or circumvent the 2-step authentication process. For the SENDS Portal the 2-step authentication process to access to the account could be conducted via Google Authenticator, OTP code to the associated phone number or push-notification to the SENDS mobile APP. For the SENDS APP the 2-step authentication process to access to the account could be conducted via OTP code to the associated phone number or Biometric Verification such as fingerprint or facial recognition, or a 6 digits passcode (or PIN) previously set up by the user. Passcode works for devices previously registered for this account.

8.4. Additional Security Requirements: The Customer should familiarise themselves with any additional security requirements that may apply to the specific Additional Services they use.

8.5. Customer's IT Configuration: The Customer is responsible for configuring their information technology, computer programs, and platform to access our Services.

9.1. Account Balance and Repayment: The Customer agrees to maintain a zero or positive balance in their Account and to repay SENDS if the balance becomes negative for any reason, including chargebacks, reversals, fee deductions, or other circumstances outlined in this Agreement.

9.2. Negative Balance and Account Closure: Any negative balance on the Customer's Account represents a debt owed to SENDS, which must be repaid immediately without prior notice. Failure to repay the negative balance is considered a breach of this Agreement. SENDS may take necessary actions to collect the outstanding debt, including engaging debt collection agencies, solicitors, or pursuing a court claim. Additionally, the Customer may be responsible for covering the costs incurred by SENDS during the debt collection process.

10.1. Customer Initiated Closure: The Customer may choose to stop using the Services and close their Account by providing prior notice to SENDS. Upon request, SENDS may agree to close the Account immediately, especially if the Customer does not agree with changes to the Agreement.

10.2. Withdrawal of Funds upon Closure: When closing the Account, the Customer should withdraw any remaining funds within a reasonable time frame. To withdraw the remaining funds, the bank details of where to send the funds must be provided via email to [email protected]. Even after the closure, the Customer can still request fund withdrawals by contacting SENDS for up to six years from the date of Account closure.

10.3. Additional Checks for Fund Repatriation: After the closure or deactivation of the Account, the Customer may be subject to additional verification checks before SENDS can return the funds.

10.4. Circumstances When Account Closure is Not Permitted: The Customer must not close the Account in certain situations, including when there is an ongoing investigation, pending transactions, open disputes or claims, a negative balance, or when the Account is subject to a hold, limitation, or reserve. In such cases, SENDS may hold the Customer's funds for a reasonable period to protect its or third parties' interests.

10.5. Continuing Obligations after Account Closure: The Customer acknowledges that they remain responsible for all obligations related to the Account and the use of SENDS's Services even after the Account is closed or when they stop using the Services. This includes the responsibility to repay any outstanding debts owed to SENDS, even after the Account closure.

10.6. SENDS's Right to Terminate the Account: SENDS has the right to terminate the Agreement, close the Customer's Account, or suspend access to the Services by providing prior notice, where required. In certain cases, SENDS may suspend or terminate the Account or access to the Services immediately, if the Customer breaches any regulatory requirements and any terms of service under these Terms & Conditions.

10.7. Account Inactivity: If the Customer does not access their Account for twelve consecutive months, SENDS can close the Account. SENDS may attempt to remind the Customer to withdraw any funds in the Account using the last provided contact details.

11.1. You agree to pay us the Fees for the provision of the Services specified in the Pricing Page on the Website at sends.co/pricing. SENDS' fees do not include any separate fees charged by the Customer's financial institution, the recipient's financial institution, or other third parties.

11.2. We may increase Fees at any time on giving you no less than thirty (30) days' notice in writing or through the Website.

11.3. All Fees are exclusive of VAT or other applicable taxes.

11.4. We will automatically deduct our Fees for Services provided from your Account as follows:i. The account opening fee is deducted from the first incoming payment to your Account;ii. The per Transaction Fee is charged when each Transaction is booked;iii. The currency conversion Fee is charged when the order is booked; andiv. The Monthly subscription fee is deducted monthly on the first calendar day of the subsequent calendar month.

12.1. The Customer must not misuse our systems by the following activities:

12.2. The Company does not establish business relationships with companies whose primary or secondary activities involve the provision of financial services

13.1. Confidentiality of Information: Both parties are prohibited from disclosing any confidential information pertaining to the business, transactions, finances, or any other sensitive matters of the other party, unless required by applicable laws, regulatory authorities, or authorised entities. Each party is obligated to take reasonable measures to prevent such unauthorised disclosure.

13.2. Customer Authorization for Disclosure: By accepting this Agreement, the Customer grants SENDS the authority to disclose any information related to the Customer as required by law, regulations, counterparties, or regulatory authorities, without prior notice to the Customer.

13.3. Customer Obligation to Maintain Confidentiality: The Customer acknowledges and agrees to maintain the confidentiality of information received during their use of SENDS's Services. This includes technical and financial information, as well as information regarding other business entities, users, SENDS itself, or SENDS's technology. The Customer agrees to use this information solely in connection with SENDS's Services.

14.1. Acceptance of SENDS Privacy Policy: By agreeing to these Conditions, the Customer also agrees to the SENDS Privacy Policy.

14.2. Data Privacy Obligations: The Customer is responsible for establishing its own privacy policy, notices, and procedures for the processing of personal information. Both the Customer and SENDS are required to comply with applicable data and privacy laws. This includes implementing and maintaining appropriate technical and organisational security measures, keeping records of personal information processing activities, providing information to demonstrate compliance with legal obligations, and refraining from any actions that may result in a breach of data and privacy laws by the other party.

14.3. The Customer acknowledges and agrees to the following:14.3.1. Call Monitoring and Recording: Customer calls to SENDS customer support may be monitored and/or recorded for quality assurance, security, and fraud detection purposes.14.3.2. Retention of Personal Information: SENDS may retain personal information provided by the Customer even after the closure of their account if required by applicable laws, this Agreement, or SENDS's Privacy Policy for fraud and security purposes.14.3.3. Disclosure of Information: SENDS may disclose certain information, such as the Customer's name, account number, legal jurisdiction, address, email address, or IP address, to other business entities and users involved in electronic money transfers for identity validation and verification purposes.

15.1. SENDS' Right to Change the Agreement: SENDS has the authority to modify this Agreement at any time by providing a two-month notice. The notice will be delivered through the communication channels specified in section 5. The Customer agrees that such notice serves as a valid notification of any changes. The specified changes or amendments will take effect on the date mentioned in the notice, unless the Customer decides to terminate the Agreement immediately by closing their Account and discontinuing the use of SENDS's services. Once the notice period has elapsed, the Customer will be deemed to have accepted the proposed changes, and they will be applicable from the specified effective date.

15.2. Immediate Changes to the Agreement: In certain situations, SENDS may implement immediate changes to this Agreement. Despite section 15.1, changes that meet the following criteria will take effect immediately upon being stated in the change notice:(1) Changes that are more advantageous to the Customer.(2) Changes required by law.(3) Changes related to the addition of a new service or additional functionality to an existing service.(4) Changes that neither reduce the Customer's rights nor increase their responsibilities. Furthermore, changes to exchange rates will be implemented immediately and without prior notice, and the Customer will not have the right to object to such changes.

15.3. Customer's Responsibility to Stay Informed: The Customer agrees to regularly review the communication channels described in section 5, "Communications between SENDS and the Customer," where relevant information may be published. This ensures that the Customer remains updated on any important notices or announcements.

16.1. Customer's Obligation to Defend and Indemnify SENDS: The Customer agrees to protect, indemnify, reimburse, or compensate SENDS and its affiliated companies from any claims, demands, expenses, or costs (including reasonable legal costs, fines, or penalties) incurred or suffered by SENDS as a result of the Customer's breach of this Agreement, violation of applicable laws or regulations, or use of the Services. This provision will remain in effect even after the termination of the relationship between the Customer and SENDS. The Customer acknowledges that SENDS may, at its own discretion, deduct from the Customer's Account any losses and expenses specified in this section 16.1.

16.2. Release of Claims: If the Customer has a dispute with another SENDS Account holder or a third party involved in fund transfers using the Services, the Customer releases SENDS from any and all claims, demands, and damages (actual and consequential) arising from or related to such disputes. This means that the Customer should exercise caution when engaging with third parties through our Services or Account. By agreeing to this release, the Customer explicitly waives any protections, whether statutory or otherwise, that would otherwise limit the coverage of this release to claims that the Customer may be aware of or suspect in their favor at the time of agreeing to the release.

16.3. Consequences of Customer Debt to SENDS: If the Customer is liable for any amounts owed to SENDS, SENDS reserves the right to immediately deduct such amounts from the Customer's Account. In the event that there are insufficient funds in the Customer's Account to cover the liability, the Customer agrees to promptly repay the outstanding amount to SENDS upon demand, including any applicable fees and interest. If the Customer fails to repay the outstanding amount, SENDS retains the right, without prejudice to any other rights, to collect the debt through future payments received for our Services (such as adding funds to the Account or funds received in the Customer's Account), or through alternative means as agreed upon. SENDS may also engage a debt collection agency to recover the amounts owed. The Customer agrees to reimburse SENDS through these collection methods. SENDS is entitled to recover all reasonable costs or expenses (including reasonable attorney's fees and expenses) incurred in enforcing this Agreement.

17.1. SENDS's Liability: SENDS acknowledges that its liability to the Customer cannot be excluded or limited where it is unlawful to do so. This includes liability for death or personal injury caused by SENDS's negligence, as well as liability for fraud or fraudulent misrepresentation.

17.2. Limitation of Liability: In no event shall SENDS, its affiliates, or agents be liable to the Customer (whether in contract, tort, including negligence) for:● Any loss of profits, goodwill, business, reputation, revenue, or business opportunities, or similar losses.● Any loss or damage that is not reasonably foreseeable.● Any loss or damage arising from SENDS's compliance with legal and regulatory requirements.● Any loss or damage caused by viruses, technological issues, attacks, or harmful materials that may infect the Customer's computer equipment, computer programs, data, or other proprietary materials related to the Customer's use of the Services.● Any loss or damage that does not directly result from SENDS's breach of this Agreement.

17.3. Events Outside of SENDS's Control: SENDS and its affiliates cannot be held liable for their inability to deliver or delays caused by circumstances beyond their control, such as fire, flood, or computer or communication failures.

17.4. Disclaimer of Warranty: SENDS provides the Services to the Customer without any warranty or condition, whether express, implied, or statutory. The Services are provided "AS IS," "WHERE IS," and "WHERE AVAILABLE." SENDS disclaims all warranties to the fullest extent permitted by applicable law, including warranties of merchantability, fitness for a particular purpose, non-infringement, and title.

17.5. Availability of Services: SENDS does not guarantee that the Services will always be available or uninterrupted. SENDS may suspend, withdraw, discontinue, or change all or part of the Services without prior notice. SENDS shall not be held liable for any disruption or impairment of the Services or for disruptions or impairments of intermediary services relied upon by SENDS for the performance of Customer obligations under this Agreement.

18.1. Customer obligations:18.1.1. Customers must promptly report any suspected authorised push payments (APP) scams by contacting the Sends immediately at [email protected].18.1.2. Reporting should occur as soon as the customer suspects they have been scammed, but no later than 13 months from the date of the last payment to the scammer.18.1.3. The payment must be made on or after 7th October 2024.18.1.4. The claim must not fall under any categories for rejection, such as fraudulent behaviour by the claimant or involvement in the scam.18.1.5. The claim must be honest, not part of a civil dispute, and not related to an unlawful purpose.18.1.6. The customer must provide all requested information and evidence to support the investigation.18.1.7. Customers must act with due diligence and take reasonable steps to protect their funds from fraud, in accordance with English law.

18.2. Customer Rights:18.2.1. Customers have the right to claim reimbursement for losses incurred due to APP scams, provided they meet the eligibility criteria and do not fall under any exclusion categories.18.2.2. Vulnerable customers may be exempt from the £100 excess deduction and certain standard precautions.18.2.3. Customers have the right to be contacted by SENDS within 5 business days from the moment of the claim submission with the decision regarding the claim including detailed reasons for approval or denial.18.2.4. Customers have the right to appeal the decision by raising the formal complaint, following the company’s complaint procedure.

18.3. SENDS Obligations18.3.1. SENDS must investigate reported APP scams by collaborating with other financial institutions to attempt recovery of funds.18.3.2. SENDS is obliged to assess claims under the Payment Systems Regulator (PSR) regulations to determine eligibility for further action.18.3.3. SENDS must reimburse the fraudulent transaction amount within 5 business days unless additional investigation is needed. In such cases SENDS shall provide due investigation within 35 business days in order to collect the necessary information to resolve the issue.

18.4. SENDS Rights18.4.1. SENDS reserves the right to decline claims based on the criteria set forth in this agreement, including failure to report within the specified timeframe or involvement in fraudulent activities.18.4.2. SENDS will apply £100 excess deduction from the total refund, except in cases involving vulnerable customers.18.4.3. SENDS reserves the right to decline claims based on the following criteria:18.4.3.1. The funds were sent to a genuine person or company who was not attempting to deceive or defraud the Customer.18.4.3.2. Customers acted fraudulently or were complicit in the scam.18.4.3.3. More than 13 months have passed since the payment was made to the scammer.18.4.3.4. The payment was made to an account with a credit union, municipal bank, or national savings bank.18.4.3.5. The payment was to the Customer's own account with SENDS or another financial institution.18.4.3.6. The Customer failed to provide the necessary information requested to assist in the investigation of your claim.18.4.3.7. The Customer refused to report the scam to the police when requested by the SENDS.18.4.3.8. The Customer did not take reasonable steps to protect the funds, such as knowingly providing an incorrect payment reason.

18.5. Legal Consequences18.5.1. Engaging in fraudulent activities, such as concealing or facilitating fraudulent transactions is considered criminal conduct under English Criminal law.18.5.2. Customers who knowingly or recklessly engage in a scam or fraudulent transactions, may face severe criminal penalties, including prosecution, fines, and imprisonment.18.5.3. If a customer becomes aware of their involvement in a scam and/or fraudulent transaction, prompt disclosure is required to mitigate further harm and liability.18.5.4. Customers must immediately cease any ongoing fraudulent activities and take steps to prevent further transactions.18.5.5. Customers are obliged to cooperate with SENDS during any investigation providing all relevant documents and evidence.18.5.6. Customers involved in facilitating fraudulent activities or concealing such transactions risk charges under the Fraud Act 2006 and other relevant legislation.18.5.7. If it is established that a customer knew, or has to be known the transaction was intended to further a criminal offence, the customer risks being charged with aiding and abetting or conspiracy to commit a crime, which carries significant legal consequences.18.5.8. Customers must disclose any knowledge or suspicion of fraudulent activities to SENDS immediately. Failure to report such knowledge may result in additional charges.18.5.9. Customers must avoid arrangements that facilitate fraud and adopt stronger security practices.18.5.10. Customers are required to cooperate fully with any investigations conducted by the SENDS or law enforcement authorities regarding fraudulent activities.18.5.11. Customers must comply with all legal obligations under English law to prevent engagement in or facilitation of fraudulent transactions. Ignorance of the law is not an acceptable defence.

18.6. SENDS Rights and Responsibilities18.6.1. SENDS is obligated to investigate any suspected fraudulent activities and report findings to the appropriate authorities.18.6.2. SENDS retains the right to take appropriate legal action, including account termination and asset recovery, against customers involved in fraudulent conduct.

18.7. Reimbursement of Damages and Legal Responsibilities by SENDS18.7.1. Customers whose actions result in financial or reputational damage to the SENDS are liable for all resulting losses, including but not limited direct financial losses, legal costs, and any consequential damages incurred by the SENDS.18.7.2. Customers may be required to reimburse the SENDS through various means, including but not limited to, direct payment, asset liquidation, or entering into a structured repayment plan.18.7.3. In cases where voluntary reimbursement is not forthcoming, the SENDS reserves the right to pursue legal action to recover damages.18.7.4. SENDS may negotiate settlements with the customers, detailing terms of reimbursement and additional requirements deemed appropriate to resolve the issue.

19.1. Ownership of SENDS Materials: SMARTFLOW PAYMENTS LIMITED has exclusive rights for the use of the trademark, SENDS, including but not limited to all materials, domain and contents, including the content of the Website and any derived content. SMARTFLOW PAYMENTS LIMITED has rights for the use of the software and the platform. SMARTFLOW PAYMENTS LIMITED exclusively owns all the data. These materials are protected by intellectual property rights laws and treaties, and all rights are reserved.

19.2. Restrictions on the Use of SENDS Materials: Without written permission from SENDS, the Customer may not:● Use the SENDS Materials for commercial purposes or infringe upon SENDS's intellectual property rights.● Transfer, sublicense, sell, lease, distribute, or grant rights in the Services or SENDS Materials to any third party.● Modify or create derivative works of the SENDS Materials.● Reverse engineer, disassemble, or decompile the SENDS Materials or Services.

19.3. SENDS Trademarks: SENDS trademarks, such as "SENDS" are registered trademarks licensed by SMARTFLOW PAYMENTS LIMITED ("SENDS Trademarks"). The Customer may not copy, imitate, modify, or use SENDS Trademarks without prior written consent. The Customer may use HTML logos provided by SENDS for directing web traffic, following the provided guidelines.

19.4. Other Trademarks and Third Party Materials: Other trademarks, registered trademarks, product names, and company names appearing in SENDS Materials or Services may be owned by their respective owners and may require permission for use.

19.5. Third Party Materials: SENDS may provide access to Third Party Materials through certain websites or SENDS Portal via links. SENDS neither controls nor endorses Third Party Materials and is not responsible for their accuracy, validity, completeness, or legality. SENDS has the right to block or disable access to Third Party Materials and does not guarantee the accuracy or quality of such materials.

19.6. No Warranty for Third Party Materials: SENDS makes no representation or warranty regarding Third Party Materials, and the availability of such materials does not imply endorsement or affiliation with their providers. The use of Third Party Materials is at the Customer's own risk and subject to the terms and policies of the respective providers.

19.7. Additional Terms for Third Party Materials: The Customer's use of Third Party Materials is subject to any additional terms, conditions, and policies set by the providers, such as their terms of service or privacy policies.

20.1. Customer Complaints and Termination: The Customer must address any complaints regarding the Services to SENDS. Both the Customer and SENDS agree to make efforts to resolve any disputes in a constructive and amicable manner. The Customer acknowledges that threats and blackmail towards SENDS are prohibited and may result in the termination of this Agreement.

20.2. SENDS's Response to Complaints: SENDS will respond to Customer complaints concerning the Services within 28 days. If unable to respond within this time frame due to circumstances beyond its control, SENDS will notify the Customer and provide reasons for the delay. In any case, SENDS will provide a final response to a complaint within 56 days of receiving it.

20.3. Referral to the Financial Ombudsman Services (FOS): If the Customer is not satisfied with SENDS's resolution of a complaint, they may have the option to refer the complaint to the UK's Financial Ombudsman Services (FOS), which offers a free resolution service. The FOS can be contacted via telephone, post, or email, and additional language assistance is available if needed.

20.4. Third Party Rights: No provision in this Agreement is intended to confer rights on or be enforceable by any person who is not a party to this Agreement. The Parties can terminate or modify this Agreement without the consent of any third party.

20.5. Waiver of Rights: The rights and remedies provided by this Agreement are cumulative and not exclusive. SENDS's delay or partial exercise of any right, power, or remedy does not prevent further exercise of that right or operate as a waiver. No waiver of a breach of this Agreement applies to any future breach unless expressly agreed in writing.

20.6. Assignment: The Customer cannot transfer, assign, or deal with this Agreement or their rights and obligations without SENDS's written consent. SENDS, however, reserves the right to assign or transfer this Agreement without Customer consent. This Agreement is binding on the parties and their respective successors and assigns.

20.7. Force Majeure: If a Party fails to fulfil its obligations or observe the terms of this Agreement due to force majeure events beyond its control, such as acts of God, strikes, or equipment failures, it will not be considered a breach of the Agreement. However, the Customer's obligations regarding fees and liability still apply.

20.8. Severability: If any provision of this Agreement is deemed unlawful or unenforceable by a court or relevant authority, the remaining provisions will remain in full force and effect.

20.9. Entire Agreement: This Agreement supersedes all prior written or oral agreements between the Customer and SENDS regarding its subject matter.

20.10. Governing Law: This Agreement is governed by the laws of England and Wales, and any disputes or claims between the Customer and SENDS arising from the Services or this Agreement will be resolved exclusively by the courts of England and Wales.

To utilise the Services except acquiring services, the legal entity must be registered in one of the following countries: