Terms & Conditions

MDRN FX Services Limited t/a Alpha Transfers

Updated Terms and Conditions

1. THESE TERMS

1.1 What are these Terms?

These Terms are a framework contract which set out the basis on which MDRN FX Services Limited trading as Alpha Transfers (“Alpha Transfers”, “us”, “we” or “our”) will provide payment services to you (“you”, “your” or “Client”). Our services consist primarily of money remittance and related payment services and, where applicable, foreign exchange solely as an auxiliary service to a payment transaction. Where we make Card Services available, those services are provided under clause 4A and may involve third-party programme managers, card issuers, e-money issuers, processors and card schemes. We do not provide standalone foreign exchange contracts, deposit-taking services, banking services or investment services. Any electronic money associated with a Card is issued by the applicable E-Money Issuer and not by us, unless we expressly tell you otherwise.

1.2 Defined Terms.

Where words used in these Terms are capitalized, they have a specific meaning. Meanings of defined terms first used in a clause are set out immediately after that clause or grouped in the definition’s schedules within these Terms.

1.3 Why should you read them?

Please read these Terms carefully before you agree to them, as they will govern each payment transaction and any ancillary currency conversion carried out by us for you and, where applicable, your use of the Card Services. They explain many of your responsibilities to us and our responsibilities to you, how and when transactions and these Terms can be terminated and the extent of our liability to you. Separate Cardholder Terms may also apply to any Card issued to you or an individual Cardholder. If there are any terms that you do not understand or do not wish to agree to, please contact us before using our services.

1.4 Are you a Charity or a Micro-Enterprise?

Certain rights and time periods under these Terms may differ depending on whether or not you are a Charity or a Micro-Enterprise for the purposes of the Payment Services Regulations 2017. Unless expressly stated otherwise, the remainder of these Terms apply equally.

1.5 Consumer Duty.

We are authorised and regulated by the FCA and are subject to the FCA’s Consumer Duty (PRIN 2A of the FCA Handbook), which requires firms to act to deliver good outcomes for retail customers. In providing services under these Terms, we commit to: (a) ensuring that our products and services are designed to meet the needs of our customers and do not cause foreseeable harm; (b) setting charges that represent fair value in the context of the services we provide; (c) providing clear, timely, and accurate information to enable you to make informed decisions; and (d) providing effective and responsive customer support. We also maintain processes to identify and support consumers who may be in vulnerable circumstances, consistent with FCA guidance (FG21/1). If you consider that we have not met our Consumer Duty obligations, please contact us using the details in clause 2.3 or use our complaints procedure under clause 18.

2. INFORMATION ABOUT US AND HOW TO CONTACT US AND A WARNING ON APP SCAMS

2.1 Who we are.

Alpha Transfers is a trading name of MDRN FX Services Limited, a company incorporated in England and Wales with company number 06401266 and registered office at unit 13.06 Sierra Quebec Bravo, 77 Marsh Wall, London, E14 9SH. We are authorised and regulated by the Financial Conduct Authority under the Payment Services Regulations 2017 (firm reference number 540997) for the provision of payment services.

2.2 Communications between us are to be in English.

These Terms are concluded in English and all communications between you and us shall be in English unless we otherwise agree.

2.3 How to contact us.

You may contact us in writing by email to [email protected], by post to our registered office, by telephone at +44 (0)20 8960 4140, by WhatsApp at +44 (0)20 8960 4140, or through our website at www.alphatransfers.co.uk. Where these Terms require notice in writing, email is sufficient unless we specify otherwise.

2.4 How we may contact you.

If we have to contact you, we will do so by telephone or by writing to you at the email address(es), telephone number(s), postal address(es) or other contact details you or any of your Authorised Persons have provided to us. We may contact one of your Authorised Persons by telephone and/or email using those details in the event of suspected fraud or security threats.

2.5 ‘Writing’ includes emails.

When we use the words “writing” or “written” in these Terms, this includes emails.

2.6 Some of the services we provide are subject to the PSRs.

The PSRs regulate how Payments must be transmitted and provide protection for clients of payment institutions. The PSRs apply to Payment services and ancillary currency conversion carried out in connection with a Payment. Alpha Transfers does not provide standalone FX Contracts under these Terms.

2.7 What is an APP Scam?

An Authorised Push Payment (“APP”) Scam is where a person uses a fraudulent or dishonest act or course of conduct to manipulate, deceive or persuade another person to transfer money from the payer’s account to another account not controlled by the payer, where: (a) the beneficiary is not who the payer intended to pay; or (b) the payment is not for the purpose that the payer intended. Where applicable, the PSR’s mandatory APP Fraud Reimbursement Scheme (as set out in the Payment Systems Regulator’s Policy Statement PS23/3, effective 7 October 2024) may apply to Faster Payments transactions. Where we act as either the sending or receiving payment service provider in respect of an in-scope Faster Payments transaction, we will comply with our applicable obligations under the APP Fraud Reimbursement Scheme. Where we act as the sending payment service provider, this may include assessing an eligible APP Scam claim and reimbursing you where required under the applicable scheme rules. Where we act as the receiving payment service provider, we will comply with our applicable obligations in relation to the receipt of funds connected with an APP Scam. You should notify us promptly if you believe you have been the victim of an APP Scam so that we can take appropriate action under the scheme and these Terms.

2.8 Action on APP Scam suspicion.

If we suspect that you have instigated, facilitated, benefitted from or are otherwise connected to an APP Scam, we shall be entitled to freeze any money we hold on your behalf, refuse or delay any Payment, terminate or suspend our relationship with you and take such further action as we consider necessary under these Terms or applicable law.

3. TERM AND BECOMING A CLIENT

3.1 Requirements before services are provided.

In order to become a Client and before any Services can be provided by us, the applicant must: (a) provide us with all information required by us to comply with our legal and regulatory obligations and our own internal risk management processes; and (b) accept these Terms.

3.2 How these Terms may be accepted.

You may accept these Terms by you or someone representing you: (a) ticking the relevant box online, where available; (b) signing any onboarding or application documentation; or (c) acting as if you accept them by sending money to us or requesting or entering into a Payment, having been provided with a copy of these Terms or directed to the part of the Website where a copy can be viewed.

3.3 Accuracy of information and onboarding effect.

You warrant that all information provided to us is true and correct to the best of your knowledge and belief. You agree to these Terms in consideration for the administrative work carried out by us and in consideration for us making ourselves ready to accept Orders from you. You will become a Client of ours upon our confirmation to you that you have become a Client of ours.

3.4 Discretion to refuse services.

At our absolute discretion we may refuse to provide services to you and may do so without giving any reason where it is lawful for us to do so.

3.5 Term.

These Terms shall come into force on the date that we confirm to you that you are a Client and shall remain in force indefinitely until terminated in accordance with these Terms.

3.6 Operational access.

On agreeing to these Terms and onboarding you as a Client, we may make our customer services team available to you by phone, email and such online systems or customer portals as we make available from time to time.

4. SERVICES

4.1 Services provided.

We may in our absolute discretion provide, or continue to provide, the following Services to you: (a) payment services, including money remittance, where we execute Payments in accordance with an Order sent by you or one of your Authorised Persons; (b) foreign exchange services solely where such conversion is incidental or auxiliary to a Payment and not as a standalone service; and (c) where made available to you, Card Services, including arranging access to physical or virtual payment cards through third-party programme managers and issuers, subject to clause 4A and the applicable Cardholder Terms.

4.2 No advice.

Our Services do not include the provision of advice. We do not offer advice under these Terms on any matter including the merits or timing of any currency conversion, taxation, markets, legal issues or the suitability of any transaction. Any market information we provide is for information only and it is entirely for you to decide whether a transaction and your instructions to us are suitable for you and your circumstances.

4A. CARD SERVICES

4A.1 Availability and structure of the Card Services.

Where we make Card Services available to you, we arrange access to the relevant card programme through third-party service providers. Card Services may include the issue and use of physical or virtual payment cards, the holding and use of electronic money associated with a Card, card transaction processing, transaction information and related card support. Card Services are only available where we, the Programme Manager and the applicable Issuer approve the relevant Client and Cardholder.

4A.2 Programme Manager and Issuer.

At the date of these Terms, Intercash Limited acts as the programme manager and technology service provider for the Card Services (the “Programme Manager”). The payment instrument issuer and, where applicable, the electronic money issuer for a particular Card (together, the “Issuer”) will be identified in the applicable Cardholder Terms or other card programme disclosures provided before the Card is issued. Unless we expressly state otherwise, we do not issue the Card or the electronic money associated with it. The Programme Manager and Issuer may use card schemes, processors, BIN sponsors and other service providers to provide the Card Services.

4A.3 Cardholder Terms and acceptance.

The use of each Card is also governed by the separate terms and conditions applicable to that Card (the “Cardholder Terms”), which may be provided by us on behalf of the Programme Manager and/or Issuer. The Cardholder Terms will be made available to you before the relevant Card is issued or activated and you will be required to expressly accept them through the applicable application or onboarding process. We will retain an electronic record of your acceptance, including the version of the Cardholder Terms accepted and the date and time of acceptance. The Cardholder Terms apply in addition to these Terms and may constitute a separate agreement between the Cardholder and the relevant Issuer.

4A.4 Eligibility, approval and ongoing verification.

A Card may only be issued to an eligible Cardholder who is at least 18 years old and who satisfies all identification, verification, sanctions, fraud, risk and other onboarding requirements imposed by us, the Programme Manager, the Issuer, the relevant card scheme or applicable law. We, the Programme Manager or the Issuer may request further information or documents at any time before or after a Card is issued. If required information is not provided promptly or is not satisfactory, the Card may not be issued and the Card Services may be restricted, suspended or terminated. If you are a company or other organisation, you are responsible for ensuring that information provided about each Cardholder is complete, accurate and kept up to date.

4A.5 Use of the Card and restrictions.

A Card may only be used by the Cardholder to whom it is issued or otherwise assigned under the applicable card programme. A Card must not be sold, transferred, assigned, lent or made available for use by another person. You and each Cardholder must use the Card Services only for lawful purposes and in accordance with these Terms, the Cardholder Terms, any limits or restrictions notified to you, applicable law and the rules of the relevant card scheme. We, the Programme Manager or the Issuer may impose or change transaction, geographic, merchant-category, cash-withdrawal, spending or other usage limits where permitted by applicable law and the Cardholder Terms.

4A.6 Card and security credentials.

You and each Cardholder must take all reasonable steps to keep the Card, card number, PIN, passwords, access codes, security credentials and any device used to access the Card Services safe and confidential. A Cardholder must not disclose a PIN or other personalised security credential to another person and must notify us as soon as possible using the contact details in clause 2.3 if a Card, PIN or other security credential is lost, stolen, misused or compromised. Subject to mandatory law and the Cardholder Terms, use of a Card, card number or personalised security credential may be treated as evidence that a transaction was initiated using the Cardholder’s credentials, but this does not by itself remove any statutory rights that may apply in relation to an unauthorised transaction.

4A.7 Refusal, blocking and suspension.

We, the Programme Manager or the Issuer may refuse a Card transaction or block, restrict, suspend, replace or cancel a Card or access to the Card Services where reasonably required for security, suspected or actual fraud, unauthorised use, AML/CTF or sanctions compliance, compliance with law or regulatory requirements, compliance with applicable card-scheme or provider rules, failure to provide requested information, breach of these Terms or the Cardholder Terms, or where the relevant activity presents an unacceptable financial, legal, regulatory or reputational risk. Where applicable law permits, we will notify you or the relevant Cardholder of the suspension or restriction and, where appropriate, the steps required to restore access.

4A.8 Card transactions, balances, expiry and availability.

A Cardholder must ensure that sufficient available balance is maintained to cover each Card transaction and any applicable fees. A transaction may be declined where the available balance is insufficient or where a limit or restriction applies. In some circumstances, processing or settlement may result in a negative balance, in which case you must promptly pay the amount required to restore the balance to zero. To the extent permitted by law and these Terms, amounts due may be recovered from money we hold for you in accordance with clause 13.2. A Card will expire on the date shown on or notified in connection with the Card and cannot be used after expiry. Replacement of an expired, lost, stolen or damaged Card and the treatment of any remaining Card balance are subject to the Cardholder Terms and any applicable fees. We do not guarantee that every merchant or ATM will accept the Card or that the relevant card network or Card Services will be available at all times.

4A.9 Foreign currency transactions.

Where a Card is used for a transaction in a currency different from the currency of the Card or associated balance, a foreign exchange conversion may be applied by the Issuer, Programme Manager, card scheme or another provider. The applicable exchange rate, any foreign exchange margin and any related fees will be determined and disclosed in accordance with the Cardholder Terms and the applicable fee information. Exchange rates may change between authorisation and final settlement of a Card transaction.

4A.10 Disputed Card transactions and chargebacks.

If you or a Cardholder believes that a Card transaction is incorrect, duplicated, unauthorised or otherwise eligible to be disputed, you or the Cardholder must notify us as soon as possible using the contact details in clause 2.3 and provide any information or supporting documents reasonably requested by us, the Programme Manager or the Issuer. Where appropriate, a chargeback request may be submitted under the rules of the relevant card scheme. Chargebacks are subject to scheme eligibility requirements, evidence requirements and time limits, and submission of a chargeback does not guarantee that it will be successful. Any provisional or successful chargeback may be reversed if the merchant or its payment service provider successfully challenges it under the relevant scheme rules. These provisions do not limit any mandatory statutory rights available in relation to an unauthorised or incorrectly executed payment transaction.

4A.11 Customer support and Card-specific communications.

Unless the Cardholder Terms direct you or a Cardholder to a specific Card support route, Card-related queries, reports of lost or stolen Cards and complaints should be submitted to us using the contact details in clause 2.3. We may refer or disclose the relevant information to the Programme Manager, Issuer or another provider where this is necessary to investigate or resolve the matter. We may also send Card-specific security, fraud, operational or service communications using the contact details held for you or the relevant Cardholder.

4A.12 Changes to the card programme.

The Programme Manager, Issuer, processor, card scheme or other provider used for the Card Services may change from time to time. We may make corresponding changes to the Card Services or the Cardholder Terms where reasonably required. Where a change materially affects your rights or obligations, we will provide any notice required by applicable law and, where appropriate, give you the opportunity to terminate the affected Card Services before the change takes effect.

5. AUTHORISED PERSONS

5.1 Appointment of Authorised Persons.

You require at least one Authorised Person if you wish another individual to provide Orders and otherwise communicate with us on your behalf. You must provide us with the names and contact details of all of your Authorised Persons. You can add and remove Authorised Persons by following the instructions we provide you with.

5.2 Who may be treated as authorised.

Unless otherwise agreed by the parties in writing, the following persons may automatically be deemed to be an Authorised Person upon your acceptance of these Terms: (a) the person who accepts these Terms on your behalf; (b) your directors, if you are a company; and (c) your members, if you are an LLP, to the extent reasonably apparent to us.

5.3 Notification of revocation.

An Authorised Person or an authorised officer of yours must notify us immediately when you no longer want one of your Authorised Persons to be able to place Orders and communicate with us on your behalf. We accept no liability for acting on the instructions of an Authorised Person where you no longer wanted them to act and you did not tell us this.

6. PLACING ORDERS

6.1 How to place an Order.

An Authorised Person may place a Payment Order or other Order only by using such channels as we make available from time to time, which may include the Online Platform, the Mobile App, email, telephone, in-person instruction, WhatsApp, or such other agreed communication methods as we permit. Where an Authorised Person places a Payment Order via the Mobile App, they must complete all required steps within the Mobile App (including any in-app authentication or confirmation step) for the Order to be validly submitted.

6.2 Form and procedure for providing Payment Orders.

If you or an Authorised Person places a Payment Order through an approved channel, the placing of the Payment Order will be deemed by us to be your consent to enter into the relevant Payment transaction, subject to our acceptance.

6.3 Security of contact details.

Authorised Persons’ email addresses, telephone numbers and other communication credentials need to be secure. We reserve the right to verify any Orders received or appearing to be received from an Authorised Person by using the details provided by you or an Authorised Person.

6.4 Acceptance of Orders.

We will let you know whether an Order is accepted by the relevant channel we use with you, including by email, telephone, receipt, confirmation message, the Online Platform, or the Mobile App (including by in-app notification or status update). Once accepted, the Order will form a binding transaction. We are under no obligation to accept any Orders.

7. PAYMENT ORDERS

7.1 Information required.

You or an Authorised Person may from time to time provide Payment Orders to us in accordance with clause 6. The Payment Order must confirm the amount and currency of the money you wish to transfer, the Beneficiary details and the Beneficiary Account’s Unique Identifiers, together with any additional information we reasonably request.

7.2 Incorrect Unique Identifiers.

If you think that you have provided incorrect Unique Identifiers, you must contact us immediately by telephone, email or other approved method using the contact details set out in clause 2.3.

7.3 When a Payment Order is received.

A Payment Order shall be deemed to be received at the time at which it is received except that: (a) where the Payment Order is received on a day which is not a Business Day or after our applicable cut-off time on a Business Day, we have the right to treat your Payment Order as having been received on the next Business Day; and (b) if the Payment is to be made on a specified day in the future, your Payment Order shall be deemed to be received on the specified day provided that the specified day is a Business Day and we hold enough of your money in the correct currency by the applicable cut-off time to execute the Payment. If those conditions are not met, we shall be deemed to have received the Payment Order on the next Business Day on which they are met.

7.4 Refusal or request for information.

Following receipt of a Payment Order, we may: (a) refuse that Payment Order and, unless it would be unlawful for us to do so, notify you of the refusal, the reasons for it where possible, and the procedure for rectifying any factual errors that led to that refusal; and/or (b) request further confirmation or information from an Authorised Person if we consider such confirmation or information desirable or if a Payment Order is ambiguous.

7.5 Fraud-related delay or non-execution.

We may delay or not execute a Payment despite having received a Payment Order where we have established reasonable grounds to suspect that your Payment Order is connected with fraud, dishonesty, APP Fraud, unlawful activity or a security issue.

7.6 Withdrawal of consent.

You may not withdraw consent for a Payment Order after it has been received by us except if the Payment is to be made on a specific day in the future and the withdrawal of consent is received by us prior to the end of the Business Day preceding the specified day for the making of the Payment.

7.7 How withdrawal must be sent.

Any withdrawal of consent in accordance with clause 7.6 must be received by us via telephone, email or another approved method using the contact details set out in clause 2.3 and should include the relevant transaction reference where available.

7.8 Execution times.

Where the Payment is denominated in euro or sterling, we shall ensure that the amount of the Payment is credited to the Beneficiary’s payment service provider’s account by the end of the Business Day following that on which your Payment Order was deemed to be received. Where the Payment is denominated in a currency other than euro or sterling, but the account of the Beneficiary’s payment service provider is located within the EEA, we shall ensure that the amount is credited by the end of the fourth Business Day following deemed receipt. Where the Payment is denominated in another currency and/or the Beneficiary’s provider is located outside the EEA, we shall endeavour to action the Payment as soon as is reasonably practicable.

7.9 Preferred routing bank.

If the Payment is an international Payment, an Authorised Person may provide details of your preferred intermediary or routing bank and if we are able to use it we shall do so. If you do not provide those details or we are unable to use them, we may use our own intermediary or routing bank and will not be liable for any losses that you incur solely from us doing so.

8. CONFIRMATION

8.1 Confirmation details.

Details of the Payment transaction will be confirmed to you by the channel used for the transaction or, where available, in the Online Platform or the Mobile App. This may include: (a) a transaction number; (b) confirmation of the Unique Identifiers of the Beneficiary Account or payout route sent by you to us; (c) confirmation of the amount and currency of the monies subject to the Payment; and (d) any charges payable by you in respect of the Payment, including a breakdown where applicable.

8.2 Binding effect of confirmation.

A Payment transaction remains binding whether or not you receive the Confirmation immediately. If you or the relevant Authorised Person do not receive the Confirmation within two Standard Business Hours of entering into a Payment transaction, you must notify us, failing which you will be deemed to have received the Confirmation and to agree that its content is an accurate reflection of your Payment Order.

9. KEEPING YOUR ACCOUNT AND COMMUNICATION CHANNELS SECURE

9.1 Notification of breach.

You or an Authorised Person must notify us as soon as possible via telephone, email, the Mobile App (where a reporting function is available), or another approved channel on becoming aware of a Security Breach. If you believe your Mobile App account has been compromised, you must also immediately change your Mobile App credentials and, if you are unable to do so, contact us immediately to disable Mobile App access to your account.

9.2 Security precautions.

Each Authorised Person must take all reasonable steps to keep safe any Passwords, usernames, Mobile App credentials (including biometric authentication data), the Online Platform, and all communication channels. This includes not sharing credentials, logging off when devices are unattended, avoiding insecure storage of credentials, maintaining recognised and up-to-date anti-virus or security software, and using reasonable endeavours to ensure that email accounts, phone numbers and devices used to communicate with us are secure. With respect to the Mobile App specifically, Authorised Persons must: (a) keep their mobile device password-protected and enable device lock; (b) not install the Mobile App on a rooted or jailbroken device; (c) enable any additional in-app security features we make available, including two-factor authentication (2FA) where offered; (d) log out of the Mobile App when not in active use; and (e) immediately notify us if their mobile device is lost, stolen, or compromised.

9.3 Preventing fraudulent use.

You must take all reasonable precautions to prevent fraudulent use of the Services.

9.4 Suspension.

We may stop or suspend your use of the Online Platform, the Mobile App, or any communication channel if we have reasonable grounds for doing so relating to security, suspected or actual unauthorised use, fraud or other improper use. Where we suspend Mobile App access, we will notify you as soon as practicable and, where possible, provide an alternative means of placing Orders during the suspension period.

10. LIABILITY FOR INCORRECTLY EXECUTED PAYMENTS

10.1 Micro-Enterprises and Charities.

If you are a Charity or a Micro-Enterprise and a Payment we have executed on your behalf did not reach the Beneficiary Account at all or within the timeframe set out in clause 7.8, please let us know within thirteen (13) months via email or telephone using the contact details set out in clause 2.3 and we shall refund you the value of any direct losses you have incurred and any charges or interest you have had to pay as a result of our mistake, to the extent required by law.

10.2 Other business customers.

If you are neither a Charity nor a Micro-Enterprise, clause 10.1 will not apply. Instead, you must contact us within three (3) months of the mistake. We will not be responsible for: (a) losses other than those that are due to us acting fraudulently or negligently or deliberately failing to do something; or (b) losses other than those that are directly caused by our failure, whether or not those losses could reasonably have been expected.

10.3 Scope of this clause.

The exclusions and limitations in this clause 10 apply to our responsibilities for Payments sent to the wrong account, not sent at all or delayed, subject always to any mandatory law that applies.

11. LIABILITY FOR UNAUTHORISED PAYMENTS

11.1 Micro-Enterprises and Charities.

If you are a Micro-Enterprise or a Charity and you become aware of a Payment which was not authorised by you or an Authorised Person, you must notify us without undue delay and, in any event, no later than thirteen (13) months after the date on which the Payment was debited, using the contact details set out in clause 2.3.

Subject to applicable law, where a Payment was not authorised, we will refund the amount of the unauthorised Payment and, where applicable, restore your payment account to the position it would have been in had the unauthorised Payment not taken place.

Where an unauthorised Payment results from the use of a lost or stolen payment instrument, or from the misappropriation of a payment instrument, you may be responsible for losses up to a maximum of £35, to the extent permitted by Regulation 77 of the Payment Services Regulations 2017. This £35 liability will not apply where:

(a) the loss, theft or misappropriation of the payment instrument was not detectable by you before the unauthorised Payment, unless you acted fraudulently; or

(b) the loss was caused by an act or omission of us, our employee, agent or branch, or an entity carrying out activities on our behalf.

You may be responsible for all losses arising from an unauthorised Payment where you have acted fraudulently or, with intent or gross negligence, failed to comply with your obligations relating to the use and security of a payment instrument or personalised security credentials, to the extent permitted by applicable law.

However, except where you have acted fraudulently, you will not be liable for losses arising from an unauthorised Payment:

(a) occurring after you have notified us of the loss, theft, misappropriation or unauthorised use of the relevant payment instrument or personalised security credentials;

(b) where we have failed to provide appropriate means for you to make such notification; or

(c) where Strong Customer Authentication was required under applicable law but we failed to require Strong Customer Authentication.

Nothing in this clause limits any greater protection or right to reimbursement available to you under the Payment Services Regulations 2017 or other applicable law.

11.2 Other business customers.

If you are neither a Charity nor a Micro-Enterprise and a Payment which we executed was not authorised by you or an Authorised Person, please notify us via email or telephone using the contact details set out in clause 2.3 within three (3) months of the date of the Payment and we shall provide such refund as is required by applicable law unless you have acted fraudulently, or have intentionally or with gross negligence not complied with your obligations under clause 9.

11.3 Timing of refund.

Any refund payable by us under this clause will be made by the end of the Business Day following the day on which we became aware of the unauthorised or incorrectly executed Payment, insofar as required by law.

12. AUTHORISED PUSH PAYMENT (“APP”) FRAUD – FREEZING YOUR ACCOUNT AND INDEMNITY

12.1 Freeze or refusal rights.

If we hold any money on your behalf, we may refuse to execute your desired Payment or release funds if we believe, acting reasonably, or if another financial institution informs us, that this money is held by us directly or indirectly as a result of an actual or alleged APP Fraud.

12.2 Indemnity.

You shall indemnify us against all amounts we are required to pay to another financial institution, together with all associated losses, expenses and costs including interest, penalties, legal costs on a full indemnity basis and professional costs and expenses, where: (a) another financial institution has compensated its customer as a result of that customer claiming to have been the victim of APP Fraud; and (b) any money that the relevant customer sent as part of the APP Fraud was received by us and relates to you. To help satisfy your obligations under this clause, we may deduct any monies you owe us under this clause from any money we hold on your behalf.

13. PAYMENTS TO US

13.1 Cleared funds.

You must allow enough time for any money you send to us to clear into our account. If we have not received enough money from you at the appropriate time, we may decline to execute or may cancel the relevant Payment.

13.2 Appropriation of funds.

All funds provided by you under a transaction or otherwise may be appropriated by us if we incur any liability in respect of any transaction or in the event that you are unable to pay sums due to us or breach these Terms.

13.3 Late payment interest and termination.

If you fail to make any payments, in full or in part, due to us on time then, without prejudice to any other right or remedy that may be available to us under these Terms or general law: (a) we may charge you interest at the rate of 4% above the base rate of the Bank of England from the date payment is due until the date payment is made, compounded monthly; and (b) we will be entitled to terminate or suspend the relevant transaction or these Terms.

13.4 Introducers.

We may, at our discretion, make payments to third party introducers, affiliates or referrers.

13.5 No interest.

For the avoidance of doubt, we will not pay you interest on any money held by us on your behalf.

13A. SAFEGUARDING OF CLIENT FUNDS

13A.1 Safeguarding obligation. We are required under Regulation 23 of the Payment Services Regulations 2017 and the applicable FCA Handbook safeguarding requirements, including CASS 15, to safeguard relevant funds received by us in connection with the provision of payment services (“Relevant Funds”). These requirements were supplemented with effect from 7 May 2026 by the FCA’s Supplementary Safeguarding Regime introduced under PS25/12 – Changes to the safeguarding regime for payments and e-money firms. Relevant Funds are safeguarded in accordance with the methods permitted under the PSRs and the applicable FCA rules.

13A.2 Safeguarding method. We safeguard Relevant Funds by holding them in one or more designated safeguarding accounts with an authorised credit institution, in each case in accordance with the requirements of the PSRs and PS24/1. Relevant Funds are kept separate from our own funds and are not available to our general creditors in the event of our insolvency.

13A.3 Safeguarding audit. We are subject to an annual safeguarding audit in accordance with PS24/1. A copy of the most recent audit opinion is available on request.

13A.4 Wind-down and return of funds. We maintain a documented wind-down plan in accordance with applicable regulatory requirements, including arrangements for the orderly cessation of our services and the return of Relevant Funds.

In the event that we cease to provide services or become insolvent, Relevant Funds held in our safeguarding arrangements will be dealt with in accordance with applicable safeguarding, regulatory and insolvency requirements and, subject to those requirements, returned to the relevant client as soon as reasonably practicable.

Where a payment transaction is in progress at the time of an insolvency event, the treatment of the Relevant Funds and any payment that subsequently settles will be determined in accordance with the applicable Payment Services Regulations, safeguarding requirements and insolvency framework.

We will notify you as soon as reasonably practicable if we intend to cease providing our services or become aware of any material risk to the safeguarding of your funds, subject to applicable legal and regulatory requirements.

13A.5 Interest on safeguarded funds. Any interest earned on Relevant Funds held in safeguarding accounts is retained by us, except to the extent that applicable rules require otherwise. For the avoidance of doubt, clause 13.5 continues to apply.

13A.6 Card balances and electronic money. Clauses 13A.1 to 13A.5 apply to Relevant Funds that we receive in connection with Payments provided directly by us. They do not describe the safeguarding arrangements for electronic money associated with a Card. Where Card Services are provided, the funds corresponding to electronic money issued in connection with the Card are safeguarded by the applicable E-Money Issuer in accordance with the law and regulatory requirements applicable to that Issuer. A Card and the electronic money associated with it are payment products and are not bank deposits and are not protected by the Financial Services Compensation Scheme in the same way as deposits held with a UK bank. Further details are set out in the applicable Cardholder Terms.

14. CHARGES

14.1 Rate and margin.

Where currency conversion is carried out as an ancillary service to a Payment, the rate which we offer you may be different to the rate we are able to obtain from the wholesale market. Accordingly, we may make a profit from the currency conversion element of the Payment. Before you instruct us to execute any Payment involving currency conversion, we will provide you with a clear statement of: (a) the exchange rate that will be applied; (b) any fixed charges or fees payable by you in connection with the Payment; and (c) an indicative total cost of the transaction. This information will be provided to you in good time before the Payment Order is submitted. By placing a Payment Order, you confirm that you have received and understood this pre-transaction disclosure. This clause reflects our obligations under the FCA’s Consumer Duty (PRIN 2A) and our commitment to international payment pricing transparency.

14.2 Waiver or discount.

Charges may, at our discretion, be waived in part or discounted completely.

14.3 Intermediary charges.

In some circumstances a number of intermediaries, such as correspondent banks or payout partners, may be involved in an international transfer of money and such intermediaries may charge fees and expenses. These charges are beyond our control and may not be capable of calculation in advance. You acknowledge that you may be liable for these charges unless otherwise agreed.

14.4 Card Service fees.

Where you use the Card Services, additional fees may apply, including fees for card issuance or replacement, cash withdrawals, foreign currency transactions, administration and other Card-related services.

The fees applicable to the Card Services are set out in the Card Fee Schedule, which will be made available to you before you apply for or accept the Card Services and will remain available through the Online Platform and/or our Website.

The Card Fee Schedule forms part of the contractual documentation governing the Card Services. Where applicable, additional Card-related fees or charges may also be disclosed in the Cardholder Terms or in pre-transaction information provided to you before a particular Card transaction is carried out.

We may change Card-related fees only in accordance with applicable law, these Terms and the Cardholder Terms. If a Card-related fee is charged in error, please notify us promptly so that it can be investigated.

15. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

15.1 Warranties and representations.

You warrant and represent to us, such representations and warranties being made both on the date you accept these Terms and on each transaction date, that: (a) all information that you supply to us is complete, true, accurate and not misleading in any material respect; (b) all sums which you send to us or are sent to us on your behalf are and will remain owned by you until properly applied and you have not created and will not create any charge or other encumbrance over or in respect of such monies; (c) you are acting as principal and not as another party’s agent or representative unless expressly disclosed and accepted by us; (d) you are not prevented by any legal disability or subject to any law or regulation from performing your obligations under these Terms; and (e) you have all necessary consents and authority to enter into these Terms and subsequent transactions and, if acting on behalf of a body corporate, you are properly empowered to do so.

15.2 Beneficial ownership changes.

You undertake to inform us with immediate effect where your beneficial ownership changes by more than 10% and/or exceeds 25%, or where there is any other material change relevant to our compliance obligations.

16. THE ONLINE PLATFORM, MOBILE APP AND WEBSITE

16.1 Use of the Online Platform.

You require access to the internet to use the Online Platform. The Online Platform may only be used by persons aged 18 years and older. The Mobile App may be downloaded from the Apple App Store (iOS) or Google Play Store (Android) and is subject to the terms of the relevant app store in addition to these Terms. The Mobile App may only be used by Authorised Persons aged 18 years and older. We reserve the right to update, modify, or withdraw the Mobile App at any time, including requiring Authorised Persons to install updates before continued use. Use of an outdated version of the Mobile App may result in limited functionality or suspension of Mobile App access.

16.2 Licence.

Upon our approval of your request to use the Online Platform, we grant to your Authorised Persons a non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Online Platform for the term of these Terms. We also grant to each approved Authorised Person a non-exclusive, non-transferable, non-sublicensable, revocable licence to download, install, and use the Mobile App on a compatible device owned or controlled by that Authorised Person, solely for the purpose of accessing our Services. This licence is personal to the Authorised Person and may not be transferred. We may revoke this licence at any time in accordance with clause 9.4 or clause 22.

16.3 Internet and communication risk.

You acknowledge that, due to the nature of the internet and electronic communication, there is a risk that communications may not operate free from error or interruption. We shall not be liable for any error or interruption in communications, any losses or delays in the transmission of instructions caused by ISP or software failure, mobile network failure, device incompatibility, or failure of the mobile operating system, or breaches of security of the Online Platform or Mobile App beyond our reasonable control.

16.4 Availability and changes.

We reserve the right to withdraw, amend or restrict the Online Platform or the Mobile App without notice. We will not be liable if, for any reason, the Online Platform or the Mobile App is unavailable at any time or for any period.

16.5 Ownership.

The Online Platform, the Mobile App, our Website and the content therein and all intellectual property rights pertaining thereto are owned by us or licensed through third parties and all rights, title and interest shall remain ours or the property of such third parties. Authorised Persons must not copy, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Mobile App.

16.6 No warranties on website materials.

The material displayed on our Website and/or the Online Platform and/or the Mobile App is provided without any guarantees, conditions or warranties as to its accuracy.

17. GENERAL LIMITATION OF LIABILITY AND INDEMNITY

17.1 Apportionment with third parties.

Where we and another person, such as another payment services provider, are liable to you in respect of the same matter or item, you agree that our liability to you will not be increased by any limitation of liability you have agreed with that other person or because of your inability to recover from that other person beyond what our liability would have been had no such limitation been agreed and/or if that other person had paid its share.

17.2 Proportionate liability.

Where any loss, liability, cost or expense is suffered by you for which we would otherwise be jointly liable with any third party, the extent to which such loss shall be recoverable by you from us shall be limited so as to be in proportion to our contribution to the overall fault for such loss, as agreed between the relevant parties or, in the absence of agreement, as determined by a court of competent jurisdiction.

17.3 No personal liability of employees.

The Services are provided to you solely and exclusively by us. None of our employees assume any personal responsibility to you or any other person, owe you or any other person any personal duty of care, nor are liable to you or any other person for any loss arising directly or indirectly as a consequence of their own acts or omissions in the course of our business. You agree not to bring a claim against any of our employees personally. This does not exclude or limit our liability for their acts or omissions within the scope of employment.

17.4 Delays and banking systems.

We accept no responsibility for delay in fulfilling a transaction attributable to the late arrival of funds or instructions relative to applicable cut-off times, or for delays or faults due to clearing banks, payout partners, correspondent institutions or banking systems.

17.5 Bank charges.

We shall not be liable for any bank charges that you may incur in sending funds to us or receiving funds from us.

17.6 Illegality.

We shall not be liable to you for the non-performance of our obligations or the failure to execute any Order if the execution of the Order would be illegal.

17.7 Non-excludable liability.

Nothing in these Terms limits or excludes our liability which cannot legally be limited, including death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, to the extent such liability may not be excluded or limited by applicable law.

17.8 Indemnity.

You shall indemnify us against all liabilities, costs, expenses, damages and losses including direct, indirect or consequential losses, loss of profit, loss of reputation, interest, penalties and legal costs on a full indemnity basis and all other reasonable professional costs and expenses suffered or incurred by us arising out of or in connection with: (a) your breach of these Terms or negligent performance or non-performance of your obligations under these Terms; or (b) the enforcement of these Terms, save to the extent prohibited by law.

18. COMPLAINTS

18.1 Complaints process.

If you feel that we have not met your expectations in the delivery of our Services or if you think we have made a mistake, please let us know. A copy of our complaint’s procedure is available on our website or upon request.

18.2 Financial Ombudsman Service.

If: (a) you are an eligible complainant, which may include a Micro-Enterprise, a Small Business, a Charity or a trustee of a trust; and (b) the complaint falls within the Financial Ombudsman Service’s jurisdiction, you may be able to take your complaint to the Financial Ombudsman Service should you not be satisfied with our final response to your complaint.

18.3 Court route.

If you are not an eligible complainant, your complaint does not fall within the Financial Ombudsman Service’s jurisdiction, or you do not wish to refer your complaint to the Financial Ombudsman Service, you may refer your complaint to the courts in accordance with clause 24.

18.4 Card Service complaints.

Complaints relating to the Card Services may be submitted to us under clause 18.1. We may need to refer the complaint, or information relating to it, to the Programme Manager, Issuer or another provider involved in the Card Services in order to investigate and resolve it. We will coordinate the response as appropriate and will handle any complaint for which we are responsible in accordance with the complaint-handling requirements that apply to us. Nothing in this clause affects any right you may have to refer an eligible complaint to the Financial Ombudsman Service under clause 18.2.

19. RECORDING OF CONVERSATIONS AND RECORD KEEPING

You agree that we may record telephone conversations between you and us and use such recordings, or transcripts from such recordings, as evidence in any dispute or anticipated dispute. If we make any recording or transcript, we may retain or destroy it in accordance with our data retention policy and applicable law.

20. ESTABLISHING YOUR IDENTITY

20.1 Identity checks.

To comply with the requirements of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended, including by the Money Laundering and Terrorist Financing (Amendment) Regulations 2019 and 2023) and related law (together, the “MLRs”), it may be necessary for us, both prior to onboarding you as a Client and during the term of these Terms, to obtain and retain evidence of the identity of, and/or carry out electronic verification checks via third-party providers on, you and/or your directors, officers, shareholders, partners, trustees, beneficiaries, Authorised Persons and/or beneficial owners, as appropriate. If we are not satisfied with the documentation provided or the results of such checks, we will not be able to accept Orders or complete transactions. You acknowledge that electronic checks may leave a soft footprint on the relevant individual or entity’s credit history. You warrant that you have obtained the consent of each person who will be subject to such checks prior to accepting these Terms.

20.2 Reporting obligations.

We are obliged to report any reasonable suspicions we have about you or any Orders received to the relevant authorities. This may affect our relationship with you so far as confidentiality is concerned. If we are required under legislation to refrain from communicating with you and/or proceeding with your instructions, we can accept no liability for the consequences of being prevented from doing so.

20.3 Cardholder information and verification.

Where you use the Card Services, you must provide, and must ensure that each relevant Cardholder provides, any information and documentation reasonably required by us, the Programme Manager, the Issuer, the relevant card scheme or their service providers to verify identity, assess eligibility, prevent fraud, comply with AML/CTF and sanctions requirements and otherwise comply with applicable law. You must notify us promptly of any material change to that information. Failure to provide satisfactory information may result in a Card not being issued or the Card Services being restricted, suspended or terminated.

21. DATA PROTECTION

21.1 General. Details of how we process personal data are set out in our privacy policy, which is available on our Website or otherwise on request. Where we process personal data in connection with these Terms, each party shall comply with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any other applicable data protection legislation as amended or replaced from time to time (together, “Data Protection Law”).

21.2 Card Service data sharing.

To provide and administer the Card Services, prevent and investigate fraud, carry out identity and compliance checks, process Card transactions and meet legal and regulatory obligations, we may disclose or make available personal data and transaction information relating to you and relevant Cardholders to the Programme Manager, the Issuer, BIN sponsors, processors, card schemes, verification providers, fraud and AML service providers, other suppliers involved in the Card programme, and competent regulators, law-enforcement bodies or other authorities where required or permitted by law. Further information about the purposes of processing, lawful bases, recipients, international transfers and data-subject rights is set out in our privacy policy and, where applicable, the privacy information provided by the Programme Manager or Issuer.

22. TERMINATION

22.1 Termination by us on notice.

Where these Terms constitute a framework contract concluded for an indefinite period, we may terminate these Terms by giving you written notice as follows:

(a) where your framework contract was entered into before 28 April 2026, we will give you at least two (2) months’ written notice; or

(b) where your framework contract was entered into on or after 28 April 2026, we will give you at least ninety (90) days’ written notice, unless an exception under applicable law permits us to terminate on shorter notice or without prior notice.

Where paragraph (b) applies, our notice of termination will:

(i) explain the reasons for the termination in sufficient detail and specificity to enable you to understand why we are terminating these Terms;

(ii) explain how you may make a complaint to us about the termination; and

(iii) where applicable, inform you of any right you may have to refer a complaint to the Financial Ombudsman Service.

Any notice under this clause will be provided in accordance with the communication requirements applicable to these Terms and the Payment Services Regulations 2017.

22.1A Immediate termination.

We may terminate these Terms with immediate effect if:

(a) we are unable to apply, or to continue to apply, the customer due diligence measures required by the MLRs in relation to you, an Authorised Person or any beneficial owner, including where information or documents we have requested are not provided;

(b) we have reasonable grounds to suspect that the Services have been, are being or will be used in connection with serious crime (as defined in the PSRs), such as money laundering, terrorist financing or fraud;

(c) the Financial Conduct Authority, HM Treasury or the Secretary of State requires us to terminate these Terms, or termination is otherwise required by applicable law, including sanctions law;

(d) we reasonably believe that, in providing goods or services to a third party, you have engaged in conduct which involves, or is likely to involve, a criminal offence, and that the Services have been used in connection with that conduct;

(e) you gave us incorrect information before or when entering into these Terms and, had the correct information been provided, we would not have accepted you as a Client; or

(f) you, or anyone acting on your behalf, threaten, abuse or harass our staff, or anyone acting on our behalf, in a way that amounts to a criminal offence.

Where (e) or (f) applies, we will give you written notice without delay after our decision, and termination will take effect on the date of that notice. The notice will explain our reasons in enough detail for you to understand them. It will also explain how to complain to us and to the Financial Ombudsman Service.

In all other cases, we will tell you as soon as we lawfully can, but we will not give reasons where doing so would be unlawful.

Any money we hold for you on termination will continue to be safeguarded in accordance with clause 13A. We will return it to an account in your name without undue delay, after deducting any sums then due to us. This is subject to any legal or regulatory obligation to hold or withhold it

22.2 Termination by you.

You may terminate these Terms at any time with immediate effect by giving notice to us in writing or via email to the addresses set out in clause 2.3.

22.3 Effect on existing transactions.

In the event of termination of these Terms, any transaction subsisting at the date of termination shall remain in force until such time as the relevant transaction is completed, reversed, cancelled or otherwise dealt with in accordance with its provisions and these Terms.

22.4 Individual transactions.

Termination of an individual transaction shall not affect the existence of these Terms or any other transactions, which shall all be dealt with in accordance with their own provisions and these Terms.

22.5 Suspension or termination of Card Services.

The Card Services or an individual Card may be suspended, restricted or terminated independently of these Terms or any other Service. This may occur where permitted under clause 4A.7 or where the Programme Manager, Issuer, relevant card scheme or another material provider suspends or ceases the relevant service or requires the Card to be withdrawn. Where the Card Services end, the Card must no longer be used. Any remaining electronic money or Card balance will be redeemed, transferred or otherwise dealt with in accordance with applicable law and the Cardholder Terms, after deduction of any sums lawfully due. Termination of the Card Services does not by itself terminate these Terms or other Services unless we notify you otherwise.

23. CONFIDENTIALITY

23.1 General duty.

Each party undertakes that it shall not, at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as otherwise permitted in these Terms.

23.2 Permitted disclosures.

Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Terms, provided that they are subject to appropriate confidentiality obligations; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

23.3 Our additional disclosures.

We may disclose confidential information to: (a) the person or organisation which introduced or referred you to us, solely as necessary and limited to the purpose of paying an introductory, referral or affiliate fee; and (b) third-party suppliers which assist us to prevent fraud, money laundering and terrorist financing, on the basis that they are under obligations of confidentiality no less onerous than those in these Terms.

24. GENERAL

24.1 Pricing errors.

It is always possible that, despite our best efforts, some Payments or ancillary currency conversions may be incorrectly priced. We will normally check prices before accepting your Order. If we accept and process your Order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may end the transaction and refund you any sums you have paid, subject to law.

24.2 No waiver.

If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breach of these Terms or any transaction, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

24.3 Force majeure.

We shall have no liability to you under these Terms or any transaction if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events or accidents beyond our reasonable control, including strikes, lock-outs, industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, accident, breakdown of plant or machinery, fire, flood, storm or the default of sub-contractors, provided that you are notified of such an event and its expected duration where practicable.

24.4 Severability.

Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

24.5 Entire agreement.

These Terms, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

24.6 Other terms and notices.

We may publish or provide other terms and conditions or notices from time to time, including Cardholder Terms, Fee Schedules and terms which may apply more generally to use of our Website, Online Platform or particular Services. Where such additional terms are stated to apply to a Service you use, you should read them together with these Terms. You should look out for these when using our Website, Online Platform or the relevant Service.

24.7 No partnership or agency.

Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

24.8 Amendments.

We may amend these Terms by giving you no less than two (2) months’ notice in writing. If you object to the proposed amendments, you have the right to terminate these Terms without charge before the date proposed by us for the entry into force of the changes. You will be deemed to have accepted the proposed amendments unless you notify us and terminate these Terms before that date. If we receive no objection from you, such amendments shall take effect from the date specified by us but may not affect any rights or obligations that have already arisen and will not be retrospective. Notwithstanding the foregoing, we may amend these Terms with immediate effect or on shorter notice where such amendment is required by applicable law, regulation, or a regulatory authority (including the FCA). We will notify you of any such change as soon as reasonably practicable. Where an amendment is required by law or regulation and takes immediate effect, you will not have a right to terminate these Terms without charge solely on account of that amendment.

24.9 PSR carve-outs for non-micro businesses.

Where you are neither a Micro-Enterprise nor a Charity, Part 6 and Regulations 66(1), 67(3) and (4), 75, 77, 79, 80, 83, 91, 92 and 94 of the PSRs shall not apply to you to the extent legally permissible. In addition, a different time period will apply with respect to Regulation 74(1) of the PSRs, as set out in clauses 10.2 and 11.2.

24.10 Copies and information.

You may request and we shall provide a copy of these Terms and any information set out in Schedule 4 of the PSRs at any time prior to termination of these Terms.

24.11 Transfer by us.

We may transfer our rights and obligations under these Terms to another organisation. We will tell you in writing if this happens and will ensure that the transfer does not materially adversely affect your rights under any transaction.

24.12 Transfer by you.

You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.

24.13 Third-party rights.

This contract is between you and us. No other person shall have any rights to enforce any of its Terms.

24.14 Applicable law.

These Terms and any transaction to which these Terms apply and any disputes or claims arising out of or in connection with them, including non-contractual disputes or claims, are governed by and construed in accordance with the laws of England and Wales.

24.15 Dispute resolution.

Unless you take your complaint to the Financial Ombudsman Service in accordance with clause 18 and it is satisfied that your complaint falls within its jurisdiction, the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim or other matter that arises out of or in connection with these Terms, any transaction to which these Terms apply, or any of the documents entered into pursuant to these Terms, including non-contractual disputes or claims.