1. If Zeller reasonably considers a Suspendable Action has occurred or may occur, Zeller will promptly notify the User in writing and via your dashboard, your notification centre, by email or by phone call, including explaining the circumstances causing the Suspendable Action to arise and (if relevant) providing to the User a copy of any notification from the relevant Card Scheme or AMEX (Direction); and 

2. The User must:

   1. promptly remedy the non-compliance; and

   2. comply with the Direction and Zeller's reasonable directions to remedy the non-compliance, including directions as to timing. 

1. If the User commits a Suspendable Action, Zeller may immediately suspend any Zeller Service impacted by the Suspendable Action (Suspended Service). If the User remedies a Suspendable Action within a reasonable time in accordance with clause 9.1(b), Zeller may immediately reinstate the Suspended Service.

2. Notwithstanding paragraph (a), or any other provision of these Terms, Zeller reserves the right to suspend a Zeller Service on notice to the User if:

   1. directed to do so by an Acquirer, Card Network, Mobile Device Provider or Service Provider; or

   2. Zeller is required to suspend that Zeller Service pursuant to Applicable Law.

3. When Zeller suspends a Zeller Service pursuant to this clause 9, the User will not be able to accept the applicable Card as payment for goods or services and Zeller will not accept any such Transactions processed by the User (if suspension of that Zeller Service would not allow Transactions made with that Card to be processed in accordance with these Terms).

4. Zeller must use reasonable endeavours to investigate any suspension as soon as reasonably practicable. Zeller has the authority to keep a service suspended pursuant to this clause 9.2 until such time that all Suspendable Actions and any other issues outlined in clause 9.2(b) are resolved to Zeller's reasonable satisfaction.

5. If a Service is suspended in accordance with this clause 9 for a period of 91 days or more either party may, on written notice to the other party, terminate these Terms as it relates to the relevant Zeller Service.

6. For the avoidance of doubt, Zeller shall not be liable or responsible in any respect to the User for any Losses flowing directly or indirectly from any Zeller Services being suspended in accordance with this clause 9.

1. The User agrees:

   1. where Zeller suspects a data compromise pertaining to fraud, or is notified by a Card Scheme or AMEX of a data compromise pertaining to fraud and is permitted to notify the User, the User shall use best endeavours to cooperate and investigate the alleged fraud and take reasonable steps to prevent further fraud incidences from occurring in future. In addition to any other rights under these Terms, the Zeller Services may be suspended until resolution of any such fraud; and

   2. where Zeller considers a data compromise pertaining to fraud warrants suspension or termination of a Zeller Service or is directed by a Card Scheme or AMEX to suspend or terminate the relevant services to the User, then Zeller will do so.

   For the avoidance of doubt, Zeller shall not be liable or responsible in any respect to the User for any Losses flowing directly or indirectly from any Zeller Services being suspended.

The User must:

1. observe and implement the fraud prevention procedures set out in the manuals, guides or directions provided to you by us or an Acquirer;

2. use reasonable care to detect forged or unauthorised signatures or the unauthorised use or forgery of a Card; and

3. notify us if you become aware of or suspect fraud on the part of a Cardholder.

1. Zeller may permit you to create multiple User logins for you and your Team Members. Zeller may permit you to assign different roles and rights to different User logins.

2. Where a User login is created for a Team Member, the Team Member must comply, and you must ensure that the Team Member complies, with these Terms as relevant to their role and rights as if each reference to you were to the Team Member.

1. Zeller may permit you to create multiple User logins for you and your Team Members. Zeller may permit you to assign different roles and rights to different User logins.

2. Where a User login is created for a Team Member, the Team Member must comply, and you must ensure that the Team Member complies, with these Terms as relevant to their role and rights as if each reference to you were to the Team Member.

1. Zeller must comply with all applicable Data protection and security requirements required by Applicable Law in relation to the collection, use, disclosure, storage, processing and security of Data.

2. Zeller acknowledges that it is responsible for securing the Card Data in its possession in accordance with the requirements imposed on it by PCIDSS.

1. To the extent any Data hosted by or on behalf of Zeller, or any configuration settings related to the delivery or receipt of the Zeller Services, that does not relate to the User (Restricted Information) is or becomes accessible by the User at any time, the User acknowledges and agrees that:

   1. it will not seek to access any such Restricted Information;

   2. if the User does access any such Restricted Information, it will:

      1. notify Zeller promptly;

      2. not use such Restricted Information for any purpose (including any internal business purposes);

      3. destroy and report any copies of the Restricted Information; and

      4. provide a written notice to Zeller confirming its compliance with this clause 25.2 and

   3. for the avoidance of doubt, any such Data and configuration settings are considered Confidential Information of Zeller.

   4. The User must indemnify and hold harmless Zeller and any Zeller personnel in respect of any Losses suffered by Zeller or Zeller personnel arising out of or otherwise in connection with a breach of this clause 25.2 by the User.

1. The User must provide Zeller with a compliance action plan (if required by any Card Network for the purposes of complying with PCIDSS) within 90 days of receiving a request from Zeller to do so. The User must also comply with the Scheme Rules notified to the User from time to time, including any obligations regarding compliance with the PCIDSS. Zeller will notify the User of any such obligations and, to the extent practicable, will provide the User with a reasonable period of time to comply with such obligations.

2. If Zeller receives a breach notification or warning (which may or may not include a fine and/or penalty) from a Card Network (Breach Notice) arising from the User being in breach of applicable Scheme Rules, Zeller will liaise with the User to resolve the Breach Notice.

3. The User must pay the fine and/or penalty detailed in the Breach Notice to Zeller within the timeframe specified by Zeller and in a manner agreed between the parties.

4. For the avoidance of doubt, the parties agree that:

   1. the User is liable for all fines and/or penalties imposed by the Card Networks (whether imposed on Zeller or the User directly) as a result of the User’s breach of the Scheme Rules; and

   2. other than in respect of fines and/or penalties which are imposed due to the sole action (or actions, as the case may be) of another merchant (or merchants, as the case may be) or Zeller, the User is liable for any other fines and/or penalties imposed by the Card Network (whether imposed on Zeller or the User directly) pro-rated in accordance with the User's use of the Zeller Services as against all other merchants to whom Zeller provides the Zeller Services or services similar to the Zeller Services.

5. The User acknowledges that Zeller may receive a Breach Notice without having received a non-compliance alert from the Card Network. However, if Zeller receives a non-compliance alert that relates to the User, it must promptly provide a copy to the User.

6. If a Breach Notice is issued, the Card Networks may require an external investigation of the User's premises and systems. The User agrees to fully cooperate with any such external investigation, and to pay the reasonable costs of the Third Party appointed to undertake the external investigation. To the extent Zeller has a right to approve or select the person who will undertake the external investigation, Zeller may only approve or select that person with the prior written consent of the User (such consent not to be unreasonably withheld or delayed).

1. Except as expressly provided elsewhere in these Terms, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 (UK) to enforce or enjoy the benefit of any term of these Terms. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

2. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

1. You may not assign or charge your rights under these Terms without our prior written consent.

2. We may, in our sole discretion, assign, novate or transfer our rights or obligations arising out of these Terms by giving notice to you.

3. In respect of any of the Acquiring Services, the relevant Acquirer may assign, novate or transfer their rights or obligations arising out of these Terms by giving notice to you.

1. You can request a copy of these Terms at any time by contacting support@myzeller.com.

2. All communication between you and us shall be in English and shall be in the manner as set out in clause 48.15.

3. These Terms take effect on the date of your acceptance during the Zeller onboarding process (Effective Date) and shall remain in full force and effect until terminated in accordance with the relevant provisions hereunder.

4. We may change these Terms from time to time. We will notify you of any such change no later than 2 months before the date on which the change is to take effect. You will be deemed to have agreed to any such change notified to you if you do not, before the proposed effective date of the change, notify us to the contrary. You have the right to terminate these Terms without charge at any time before the proposed effective date of the change. If we make any change as required by Applicable Law, such changes will be made as provided for under such Applicable Law which may provide for a different process.

5. Subject to the automatic expiration of the Alpha/Beta Early Access Program as set out in clause 1(g), Zeller may terminate these Terms at any time by giving you a two (2) months' notice. You may terminate these Terms at any time by giving us one (1) month notice.

6. You may revoke a payment order only within the time limits set out below. Once these limits have passed, a payment order is irrevocable unless we agree otherwise in our absolute discretion (and we may charge a fee for such manual revocation):

   1. in the case of immediate payments (including FPS and PISP): You may not revoke a payment order once you have provided your consent to us, the payee, or a payment initiation service provider to execute the transaction. For FPS payments, this point is typically reached the moment you authorise the transaction in the Zeller Dashboard or Zeller App.

   2. in the case of direct debits (initiated by a payee): You may revoke a payment order for a specific Direct Debit at any time up until 5:00pm on the Business Day preceding the day agreed for debiting the funds.

   You may withdraw your consent to a payment transaction or a series of payment transactions at any time within the above time limits.

7. In relation to any unauthorised payment transaction arising from a lost, stolen or misappropriate payment instrument issued to you by us,

   1. you may be liable for all losses incurred if you have acted fraudulently or you have with intent or gross negligence failed to comply with clause 16(f); and

   2. In other cases, we may require you to bear up to £35 of the losses incurred in respect of that transaction in accordance with the Payment Services Regulations.

8. In relation to a payment order initiated directly by you, we are liable to you for the correct execution (in the case you are the payer) or transmission (in the case you are the payee) of the payment order. For any payment transaction initiated by you that was not successfully executed or was defectively executed and is not within clause 16(h), we will, upon your request and free of charge, make efforts to trace the payment transaction and notify you of the outcome.

9. If a payment transaction involves currency exchange, we will confirm the exchange rate with you at the time of the payment transaction. We may provide reference exchange rates but the actual exchange rate for the payment transaction may be different from the reference rates. In the event of any changes in the relevant exchange rates and notwithstanding anything to the contrary in these Terms, you agree that we may implement such changes immediately without notice where any such changes are based on the reference exchange rates already provided to you, or the changes are more favourable to you.

10. In the case of a payment transaction where (A) you were the payer, (B) the transaction was initiated by or through the payee (other than direct debit), (C) the payee’s payment service provider is not located in the UK, and (D) the transaction was not in euro or the transaction was in euro but not executed under SEPA and only with respect to the parts of the transaction carried out in the UK, if you did not specify the exact amount of a particular payment transaction when giving the authorisation and the amount of that transaction exceeded the amount that you could reasonably have expected taking into account your previous spending pattern, you may request a refund but you must make such requests within 8 weeks from the date on which the funds were debited. We may ask you to provide such information as is reasonably necessary to prove the refund conditions are met and we may refuse the refund in which case we will notify you. For clarity, if you provided the consent directly to us for the payment transaction to be executed and information on the transaction was provided or made available by us or the payee to you at least 4 weeks before the due date, you will not be able to request a refund as set out in this clause 31(j).

11. For any payment transaction where (A) you are the payer, (B) the transaction is to be executed wholly within the UK in sterling, and (C) is not initiated by or through the payee, and (D) we have reasonable grounds to suspect there is fraud or dishonesty by someone other than you, we may delay the transaction for up to the fourth Business Day following the receipt of your payment order and we will notify you by email or via the Merchant Dashboard of the delay and the reason for it by no later than the end of the Business Day following the time of receipt of the payment order unless doing so would otherwise be unlawful. We may also request you to provide further information or take certain action in such circumstances

12. For information purposes, we are required under the Payment Services Regulation to process your payment transactions within certain time limits which vary depending on circumstances and do not apply to certain transactions. We will inform you of the execution time for particular transactions as required by the Payment Services Regulations.

13. In the event of suspected or actual fraud, account compromise, or security threats, we will notify you by email or via the Zeller Dashboard, and provide specific details (such as Transaction IDs) to identify the concern. You acknowledge that we may apply temporary restrictions to your Zeller Account or Zeller Services - including the suspension of settlements, transfers, or card functionality - as a precautionary measure during our review. We will never request sensitive security credentials (such as PINs, CVVs, or passwords) in these communications, and you agree to respond to any Request for Information within the specified timeframe; once Zeller’s enquiries are satisfied, we will notify you and restore normal functionality to your Zeller Account and Zeller Services.

14. We will provide you with comprehensive monthly and quarterly statements summarising all activity across your Zeller Account and Services. These statements are accessible via the Merchant Dashboard in a format that is downloadable and printable (PDF). All statements will remain available for viewing and download within the portal for the duration of your agreement with Zeller. You are responsible for downloading and retaining copies of your statements for your own accounting and tax records.

1. We determine the time of receipt of your payment order as follows:

   1. in the case of immediate payments (including FPS and PISP): the payment order is deemed to be received at the actual time it reaches our systems, 24 hours a day, 7 days a week.

   2. in the case of direct debits (initiated by a payee): the payment is deemed to be received by us on the agreed date for debiting the funds.

2. We may refuse a payment order. If so, we will notify you by phone call, text message or email of the refusal and the reason for such refusal, unless doing so would be otherwise unlawful. You may be charged, at our discretion, a fee for such refusal where the refusal is reasonably justified.

1. In relation to any e-money issued to you, we may charge you a fee for redeeming such e-money with us if:

   1. redemption is requested before the termination of these Terms; or

   2. redemption is requested more than one year after the date of termination of these Terms.

2. When executing certain transactions such as wire transfers, we may need to send to the beneficiary's payment service provider certain of your information pursuant to Applicable Law, including without limitation, your name, address and account number. You expressly consent to us sending this information, directly or (if there is any intermediary involved in the payment chain) indirectly, to the beneficiary's payment service provider.

Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision.

You agree that the relevant Acquirer other than Zeller is a third party beneficiary of these Terms, with all rights to enforce such provisions as if the Acquirer was a party to these Terms.

For any matter relating to these Terms and Zeller Services including any complaint, you may contact us by emailing privacy@myzeller.com. We will respond by email within an adequate timeframe and in any event no later than 35 Business Days after the day we received your complaint. If you are not satisfied with how we dealt with your complaint, you may be eligible to raise your complaint with the Financial Ombudsman Service at: 0800 023 4567, or complaint.info@financial-ombudsman.org.uk, or https://www.financial-ombudsman.org.uk/contact-us.

In these Terms unless the context requires otherwise:

Acquirer means:

1. in respect of the AMEX Payment Services, AMEX;

2. in respect of the Card Scheme Services, Zeller; and

3. in respect of the Mobile Device Acquiring Services, also includes the Mobile Device Provider.

Acquiring Services means the AMEX Payment Services, the Card Scheme Services and the Mobile Device Acquiring Services.

AMEX means American Express Payment Services Limited;

AMEX Payment Services means the services to be provided by Zeller under these Terms in relation to AMEX Transactions.

AMEX Transactions means Transactions occurring through the payment system operated by AMEX;

AML Laws means any statutory, regulatory and legal requirements and/or obligations, rules, guidance, directions, views, decisions and lists issued by the relevant government and/or regulatory authority, relating to anti-money laundering, counter-terrorist financing, anti-bribery and corruption, and financial or other sanctions, including without limitation: the Proceeds of Crime Act 2002 (UK), the Terrorism Act 2000 (UK), and the Money Laundering, Terrorist Financing, and Transfer of Funds (Information on the Payer) Regulations 2017 (UK).

AML/CTF Obligations has the meaning given to that term in clause 17.

Apple means Apple Inc and any related bodies corporate.

Applicable Law means any constitution, statute, law, ordinance, regulation, rule, code, order, treaty, common law, judgment, decree, or other requirement or rule of law of any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator and any self-regulatory organisation, that may be applicable to this Agreement and/or each party, including without limitation, the Payment Services Regulations and the Electronic Money Regulations (except for those provisions that have been disapplied as permitted thereunder).

Application Form means the application form to become a User made available on the Website or by Zeller, from time to time.

BACS means the Bankers’ Automated Clearing System, the United Kingdom’s high-volume, non-urgent transaction payment rail.

Breach Notice has the meaning given to that term in clause 25.3(b).

Business Day means any day other than Saturday or Sunday on which banks are open for general banking business in London.

Business Hours means 9:00am to 5:30pm GMT (as applicable) on a Business Day.

Card means:

1. a valid financial transaction card issued by a member or affiliate of a Card Network; and

2. any other device, mechanism or procedure (physical, virtual or digital) in respect of a Payment Method.

Cardholder means a person to whom a Card has been issued.

Card Data or Cardholder Data means any 'cardholder data' or 'sensitive authentication data' as those terms are defined in the PCIDSS.

Card Network means a Card Scheme or AMEX.

Card Scheme means any association that provides common branding for Payment Methods and sets rules and regulations concerning use of those Payment Methods. This includes schemes known as Visa and MasterCard.

Card Scheme Services means the services to be provided by Zeller under these Terms in relation to Card Scheme Transactions.

Chargeback means a Transaction that is charged back to the User, whether initiated by the Acquirer, Cardholder or Zeller, in accordance with these Terms and any Applicable Laws.

Claim means in relation to a party, a demand, claim, action or proceeding made or brought by or against that party, however arising and whether present, unascertained, future or contingent.

Confidential Information means all information belonging or relating to Zeller and/or the Zeller Services, whether oral, graphic, electronic, written or in any other form, that:

is or should reasonably be regarded as, confidential to Zeller; or

is not generally available to the public at the time of disclosure other than by reason of a breach of these Terms.

Credit Reporting Body has the meaning given to this term in the Privacy Laws.

Data means all Card Data and Transaction Data stored or processed by Zeller or the User under these Terms.

Data Breach means an actual or suspected loss of or unauthorised access to Data.

Defect means if the Terminal hardware does not conform to the applicable specifications and that the User is not able to use the Zeller Services in line with these Terms.

Direct Debit Instruction means a digital authority provided by you to us via the Zeller Dashboard authorising Zeller to electronically debit your External Account using the AUDDIS (Automated Direct Debit Instruction Service) system.

Documentation means the documentation relating to the Zeller Services to be provided by Zeller described in clause 6(a).

Electronic Money Regulations means the Electronic Money Regulations 2011 (SI 2011/99), as amended from time to time.

External Account means a UK bank account held in your name at a third party financial institution, which you have nominated to receive the settlement of proceeds from your Acquiring Services.

Fees means the fees as referred to in clause 19 and set out at https://myzeller.com/gb/pricing.

Financial Services Compensation Scheme means the scheme established by the Financial Services and Markets Act 2000 (UK) that protects certain customers of financial services firms that go out of business.

Force Majeure Event means any act, event or cause including:

1. an act of God, peril of the sea, accident of navigation, war, sabotage, riot, act of terrorism, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, strike or other labour difficulty (whether or not involving employees of the party concerned), epidemic, quarantine, radiation or radioactive contamination;

2. an action or inaction of a Government Agency, including expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order; or

3. breakdown of plant, machinery or equipment or shortages of labour, transportation, fuel, power or plant, machinery, equipment or material,

To the extent that the act, event or cause directly or indirectly results in a party being prevented from or delayed in performing one or more of its obligations under these Terms and that act, event or cause is beyond the reasonable control of that party.

FPS means the Faster Payments Scheme, the real-time payment rail in the United Kingdom.

General Availability means the date, as determined and publicly announced by Zeller in its sole discretion, on which the Zeller Services are officially released and made commercially available to the general public within the United Kingdom market.

Invalid Transaction has the meaning given in clause 5.2.

Loss means losses, liabilities, claims, proceedings, actions, demands, damages, costs, charges, expenses or diminution in value, however arising, and whether present or future, fixed or unascertained, actual or contingent.

Merchant Category Code means the four digit number used to classify a merchant by the type of goods or services it provides.

Mobile Device Acquiring Services has meaning given in clause 4.8.

Mobile Device Provider means the manufacturer of mobile telephones or other devices capable of being used to receive Acquiring Services.

Non-Scheme Transaction means a Transaction not occurring via a Card Scheme;

Non-Scheme Body means an entity through which Non-Scheme Transactions can be processed;

Offline Transactions means a Transaction where no authorisation is received from the relevant Card Scheme or Non-Scheme Body.

Payment Facilitator means a User who provides acquiring services to sub-merchants or who otherwise seeks to make the Zeller Services available to a third party merchant.

Payment Method means a method by which a customer transacts with the User for payment of goods or services received by that customer from the User, including by use of a card or other device (including virtual and digital devices and electronic chips).

Payment Services Regulations means the Payment Services Regulations 2017 (SI 2017/752), as amended from time to time.

PCIDSS means the Payment Card Industry Data Security Standard published by the PCI Security Standards Council or such other minimum standards for enhancing payment and account security required by Zeller, or any Card Network, from time to time.

Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form, electronic form or otherwise, about an identified individual or an individual who is reasonably identifiable, and includes anything that is defined as personal information or as sensitive information in the relevant Privacy Laws.

Privacy Law means any Applicable Law, statute, regulation, ordinance, code, standard or requirements of any government, governmental or semi-governmental body which relates to privacy or health information.

Recurring Transaction means when the User is authorised to make regular drawings on a Card at predetermined intervals (not to exceed one year between Transactions) with the Cardholder’s written authority.

Sale Refunds has the meaning given to that term in clause 4.6.

Scheme Rules means any rules issued by a Card Network, from time to time, to govern its respective Payment Method.

Security Deposit means an amount payable by the User to Zeller to be held by Zeller as security for any amounts payable by the User under these Terms, as determined in accordance with clause 8.

Service Providers means Zeller's service providers as appointed from time to time, including but not limited to the Acquirers other than Zeller;

Suspendable Action means Zeller reasonably considers that:

1. the User has, or is likely to have, breached these Terms or any Applicable Law;

2. the User has failed to provide Zeller with any information it has requested under these Terms; or

3. if it does not suspend one or more Zeller Services, the User's conduct, or continuation of the User's conduct, will result in a breach by either the User or Zeller of these Terms or any Applicable Law.

Suspended Service has the meaning given to it in clause 9.2.

System means your systems for accessing the Zeller Services.

Transaction means any sales transaction or sales refund transaction effected pursuant to these Terms between a Cardholder and the User.

Team Card has the meaning given to that term in clause 13.

Team Member means your employees, contractors or other personnel which have been approved by Zeller.

Terminal means an electronic terminal obtained by the User from Zeller for the processing of Transactions from time to time.

Terminal Warranty Period means the period in which Zeller will fix or refund for a Defect, being 12 months.

Transaction Data means any data generated by Zeller in the processing of a Transaction, and includes any data produced as the result of processing, or failing to process, a Transaction, but excludes Card Data.

Unlawful Act means, collectively and individually, when Zeller's involvement in a Transaction or performance of any service in respect of that Transaction might in any way cause Zeller to:

1. to breach any Applicable Law;

2. to deal in any way with any person (natural, corporate or governmental) that is sanctioned, or is connected in any way to any person that is sanctioned, under economic and trade sanctions imposed by the United Nations, the United Kingdom, the European Union or any country;

3. to breach any sanction of any kind imposed by any country (including any sanction that supports a decision or resolution of the United Nations Security Council); or

4. to deal in any way with any person (natural, corporate or governmental) that has been listed or named by any government, or independent authority (such as the United Nations, the United Kingdom or the European Union), as a person who is in any way suspected of being involved (or potentially involved) in terrorism or in any activities connected with terrorism.

Zeller Account has the meaning given to it under clause 11.

Zeller Payment Services mean the services described in clause 12.

Zeller Services has the meaning given to that term in clause 1(a).

Zeller System means the systems used by Zeller and its Service Providers to process Transactions in performing the Zeller Services (and includes Terminals, internet payment gateways, the switch, network routers, firewalls, load balancers and VPN concentrators and any other Acquirer hardware or software owned by or under the responsibility of Zeller or its contractors which are related to the Zeller Services), but excluding the User System and systems of Card Networks.

Interpretations

In these Terms unless the context requires otherwise:

1. the singular includes the plural and vice versa;

2. a gender includes the other genders;

3. the headings are used for convenience only and do not affect the interpretation of these Terms;

4. other grammatical forms of defined words or expressions have corresponding meanings;

5. a reference to a document includes the document as modified from time to time and any document replacing it;

6. a reference to a party is to a party to these Terms and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;

7. if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;

8. the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any body or entity whether incorporated or not;

9. the word "month" means calendar month and the word "year" means 12 months;

10. the words "in writing" include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;

11. a reference to a thing includes a part of that thing;

12. a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time;

13. wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "(without being limited to)";

14. money amounts in these Terms are stated in Pounds Sterling (GBP) unless otherwise specified;

15. a reference to time is to London, England time;

16. a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body which performs most closely the functions of the defunct body;

17. any agreements, representation, warranty or indemnity in favour of two or more parties (whether those parties are included in the same defined term or not) is for the benefit of them jointly and separately;

18. "payment transaction", "payment services", "payment order" and other relevant terms used but not defined in these Terms are as defined in the Payment Services Regulations; and "electronic money" or "e-money" has the meaning given to it under the Electronic Money Regulations; and

19. any agreements, representation, warranty or indemnity by two or more parties (whether those parties are included in the same defined term or not) binds them jointly and separately.

1. By providing your Electronic Consent, you:

   1. represent and warrant to us that you are the only required signatory to authorise a Direct Debit Instruction over your account; and

   2. authorise us to debit funds from your account as outlined in these Terms.

2. If the debit day falls on a day that is not a Business Day, we may direct your financial institution to debit your account on the following Business Day. If you are unsure about which day your account has or will be debited you should ask your financial institution.

1. We may provide you with any required notices in connection with your Direct Debit Instruction to the preferred email or address you have provided.

2. We may vary any details of this agreement or your Direct Debit Instruction at any time by giving you at least 3 Business Days' written notice sent to the preferred email or address you have provided to us.

You can: 

1. cancel or suspend your Direct Debit Instruction; or

2. change, stop or defer an individual debit payment at any time by giving us at least 7 days' notice.

To do so, contact us at support@myzeller.com or by telephoning us on 0800 917 9206 during Business Hours.

You can also contact your own financial institution, which must act promptly on your instructions.

1. It is your responsibility to ensure that there are sufficient clear funds available in your account to allow a debit payment to be made in accordance with your Direct Debit Instruction.

2. If there are insufficient clear funds in your account to meet a debit payment:

   1. you may be charged a fee and/or interest by your financial institution;

   2. we may charge you reasonable costs incurred by us on account of there being insufficient funds; and

   3. you must arrange for the debit payment to be made by another method or arrange for sufficient clear funds to be in your account by an agreed time so that we can process the debit payment.

3. You should check your account statement to verify that the amounts debited from your account are correct.

1. If you believe that there has been an error in debiting your account, you should notify us directly on support@myzeller.com. Alternatively you can contact your financial institution for assistance.

2. If we conclude as a result of our investigations that your account has been incorrectly debited we will respond to your query by arranging within a reasonable period for your financial institution to adjust your account (including interest and charges) accordingly. We will also notify you in writing of the amount by which your account has been adjusted.

3. If we conclude as a result of our investigations that your account has not been incorrectly debited we will respond to your query by providing you with reasons and any evidence for this finding in writing.

You should check:

1. with your financial institution whether direct debiting is available from your account as direct debiting is not available on all accounts offered by financial institutions;

2. your account details which you have provided to us are correct by checking them against a recent account statement; and

3. with your financial institution before completing the Direct Debit Instruction if you have any queries about how to complete the Direct Debit Instruction.

1. We will keep any information (including your account details) in your Direct Debit Instruction confidential. We will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make any unauthorised use, modification, reproduction or disclosure of that information.

2. We will only disclose information that we have about you:

   1. to the extent specifically required by law; or

   2. for the purposes of this agreement (including disclosing information in connection with any query or Claim).

1. If you wish to notify us in writing about anything relating to this agreement, you should write to support@myzeller.com.

2. We will notify you by sending a notice to the email you have given us through your application.

3. Any notice will be deemed to have been received on the second Business Day after sending.

1. In respect of any Direct Debit Instruction you provide, the following direct debit guarantee (Guarantee) applies. The Guarantee applies despite any other terms in this Agreement.

2. This Guarantee is offered by all banks and building societies that accept instructions to pay direct debits.

3. If there are any changes to the amount, date or frequency of your direct debit, Zeller will notify you 3 Business Days in advance of your account being debited, or as otherwise agreed.

4. If an error is made in the payment of your direct debit, by Zeller or your bank or building society, you are entitled to a full and immediate refund of the amount paid from your bank or building society.

5. If you receive a refund you are not entitled to, you must pay it back when Zeller asks you to.

6. You can cancel a direct debit at any time by simply contacting your bank or building society. Written confirmation may be required. Please notify us.

This Part G governs the use of the Card. Please read it carefully and keep a copy for your records. By accepting electronically or using the Card, you agree to be bound by these Terms and Conditions.

Important points to remember to safeguard your Card:

1. memorise your PIN and never store it with or near your Card;

2. never lend your Card to anyone;

3. never communicate your PIN, or a Pass Code you have received, to anyone;

4. try to prevent anyone else seeing you enter your PIN into an electronic banking terminal;

5. never leave your Card unattended, e.g. in your car or at work;

6. immediately report the loss, theft or unauthorised use of your Card through the Website;

7. examine your account statement online to identify and report, as soon as possible, any instances of unauthorised use; and

8. for security reasons, on the Expiry Date destroy the Physical Card by cutting it diagonally in half.

1. The Card is a Visa business debit card and there must be an Available Balance before it can be used.

2. The Card allows purchases to be made wherever Visa cards are honoured for electronic transactions if a sufficient Available Balance exists for the transaction.

3. The Card is not a credit card.

4. The Card is not a facility by which Zeller takes deposits from you.

5. If you permit someone else to make a purchase with the Card, you will be responsible for any transactions initiated by that person with the Card.

6. There is no interest payable to you on the credit balance on the Card.

7. The Card remains the property of Zeller and you must surrender the Card to us if we ask for it to be surrendered.

8. The Card must only be used for business-related goods and services and must not be used for personal or household purposes.

1. You must register as the cardholder of the Card via the Website by following the prompts.

2. Upon registration, your Card will be activated and ready for use.

3. You can perform an External Transfer from your Available Balance to a bank account using the Zeller Dashboard. There are no limits to the value, or number, of External Transfers;

4. You can purchase goods and services using your Card and the payment is debited against your Available Balance. The Card allows you to purchase goods and services:

   1. at an outlet where Visa cards are accepted within the United Kingdom that has electronic card payments available by presenting the Card and, where applicable, indicating that you wish to make a 'credit transaction'.

   2. over the telephone or the internet by providing the PAN, expiry date and security code; or

   3. at outlets overseas wherever Visa cards are accepted.

5. Zeller may also use your Available Balance to cover any amounts owed by you under these Terms. This may include fees payable to Zeller or other amounts you owe to Zeller or third parties.

6. You can use your Card within the limits specified in clause 48.4 and the Available Balance, provided that the expiry date for the Card has not passed.

7. Zeller may restrict or stop the use of the Card if excessive uses of the Card or other suspicious activities are noticed.

8. You cannot “stop payment” on any transaction after it has been completed. If you have a problem with a purchase made with the Card, or a dispute with a merchant, you must deal directly with the merchant involved. If you cannot resolve the dispute with the merchant, you should contact Zeller.

9. If you are entitled to a refund for any reason relating to a transaction, you agree to accept the refund under the policy of that specific merchant. Refunds may be in the form of a credit to your Card, cash refund or in store credit. If the Card is expired or revoked before you have spent any value loaded to the Card resulting from a refund then you will have no access to those funds unless a replacement Card has been issued to you.

10. We are not liable in any way when an authorisation is declined for any particular transaction regardless of reason.

11. If you permit someone else to use the Card, you will be responsible for any transactions initiated by that person with the Card.

The Available Balance on your Card is in Pounds Sterling. Transactions made in a currency other than Pounds Sterling will be subject to the prevailing Visa exchange rate at the time.

The following limitations apply to the Card:

1. the Card may not be used for, and authorisation may be declined for, any illegal transactions; and

2. some retailers may choose not to accept Visa cards.

The following table illustrates the transaction and load limits applicable to the Card and Merchants or other providers of facilities may impose additional limits.

Zeller may adjust the transaction and load limits if:

1. an Authorised User makes a request to adjust the transaction and load limits; and

2. in Zeller's reasonable opinion, that Authorised User has a valid reason for requiring an adjusted transaction and load limit.

Your PIN will be set at the time you activate your Card. Your Card is activated through the Website. In order to activate the Card, you must have created a Zeller Account and completed any necessary registration steps which includes the input of your 10 digit Card ID printed on the rear of your Card. You will elect a PIN of your choice at the time of activation. You must not disclose your PIN to any other person.

A Pass Code may be provided to your registered mobile device to complete a transaction – this is often referred to as Two Factor Authentication. Where you are provided a Pass Code for Two Factor Authentication, you must not disclose that Pass Code to any other person.

To change your PIN:

1. go to the Website, where you will be prompted to enter your Zeller Account credentials;

2. from the available Cards, select the Card you wish to change the PIN;

3. You will be prompted to select your email or your mobile telephone number (both of which are associated with your Zeller Account) to receive a Pass Code;

4. a Pass Code will be sent to your email or your mobile telephone number;

5. You will be required to input the Pass Code and then enter the PIN of your choice.

If you have any technical difficulty changing your PIN, please contact Zeller on 0800 917 9206.

You must make sure that you keep the Card, Identifiers and any PINs or Pass Codes safe and secure. The precautions we require you to take (Security Requirements) are set out below.

You must not:

1. allow anyone else to use the Card;

2. interfere with any magnetic stripe or integrated circuit on the Card;

3. unnecessarily disclose the PAN;

4. write the PIN on the Card;

5. carry the PIN with the Card;

6. carry the PIN or record the PIN on anything carried with the Card, unless you make a reasonable attempt to protect the security of the PIN;

7. voluntarily disclose the PIN to anyone, including a family member or friend;

8. allow someone else to register a Biometric Identifier on your Device; or

9. provide any Device Pass Code to another in order to access your Device.

If you know or have reason to suspect that your Card is lost or stolen or damaged, likely to be misused or you have reason to suspect that someone else may know the PIN, you must immediately notify Zeller by calling 0800 917 9206. We will then suspend your Card to restrict further use.

You may be required to confirm details of the loss, theft or misuse in writing (and to provide particular information in the confirmation) and you must comply with that requirement.

If any lost Card is subsequently found, it must not be used. You must not attempt to use the Card.

Should your Card be retained by any ATM, the Card is deemed to be lost or stolen and hence cannot be recovered. In that event, you will need to contact Zeller on 0800 917 9206 or via email at support@myzeller.com and arrange to be issued with a new Card.

Where you are not liable

You will not be liable for losses resulting from Unauthorised Transactions where it is clear that you have not contributed to the loss.

You will not be liable for losses resulting from Unauthorised Transactions caused by:

1. fraud or negligence by our employees or agents, a third party involved in networking arrangements, or a merchant or their employee or agent;

2. a Card, Identifier or Pass Code which is forged, faulty, expired or cancelled;

3. a transaction requiring the use of a Card and/or Pass Code that occurred before you have received the Card and/or Pass Code (including a reissued Card and/or Pass Code);

4. a transaction being incorrectly debited more than once to your Card; or

5. an Unauthorised Transaction performed after you have informed us that your Card has been misused, lost or stolen, or the security of a Pass Code has been breached.

You are not liable for loss arising from Unauthorised Transactions that can be made using an Identifier without the Card or a PIN. Where a transaction can be made using the Card without a PIN, you are liable only if you unreasonably delay reporting the loss or theft of a Device or the Physical Card.

Where you are liable

You are liable for loss resulting from an Unauthorised Transaction if we can prove on the balance of probability that you contributed to the loss through fraud or breaching clause 44.6 and 44.7 of these Terms and Conditions. In those circumstances you are liable in full for the actual losses that occur between when you become aware of the security compromise, theft or misuse of a Card, or should reasonably have become aware in the case of a lost or stolen Physical Card or breach of PIN security is reported to us, however:

1. you are not liable for the portion of losses incurred on any one day more than any applicable daily transaction limit;

2. you are not liable for the portion of losses incurred in any period more than any applicable periodic transaction limit;

3. you are not liable for the portion of losses that exceeds that Available Balance; and

4. you are not liable for the portion of losses incurred if both parties had not agreed that the Available Balance could be accessed using the Card and/or PIN used to perform the transaction.

You will be liable for losses arising from an Unauthorised Transaction if we can prove on the balance of probability that you contributed to those losses by unreasonably delaying reporting the misuse, loss or theft of a Card, or that the security of all PIN has been breached. In those circumstances, you are liable in full for the actual losses that occur between when you become aware of the security compromise, or should reasonably have become aware in the case of a lost or stolen Card, but:

1. you are not liable for the portion of losses incurred on any one day in excess of any applicable daily transaction limit;

2. you are not liable for the portion of losses incurred in any period in excess of any applicable periodic transaction limit;

3. you are not liable for the portion of losses that exceeds the Available Balance; and

4. you are not liable for the portion of losses incurred if we and you had not agreed that the Available Balance could be accessed using the Card and/or PIN used to perform the transaction.

If a PIN was required to perform an Unauthorised Transaction not already covered above, you will be liable for the actual loss at the time that the misuse, loss or theft of a Card or breach of PIN security is reported to us, excluding that portion of the losses incurred on any one day which exceeds any relevant daily or other periodic transaction limit.

If you report an Unauthorised Transaction, we will not hold you liable for losses arising from the Unauthorised Transaction for an amount greater than your liability if we exercised any rights under Scheme Rules, at the time of the report, against other parties to the scheme (for example, chargeback rights).

Important Information about Chargebacks

A chargeback is a right under the Scheme Rules by which a transaction can effectively be reversed by debiting an amount to the merchant’s financial institution and crediting back to your Available Balance. We can only process chargebacks if the Scheme Rules allow us to.

In some circumstances, you may be able to request a chargeback of a transaction when you have a dispute with a merchant; for example:

1. where goods or services you paid for using the Card were either not as described or defective;

2. where goods or services you paid for using the Card were not provided;

3. where there was an Unauthorised Transaction on the Card;

4. the transaction amount differs to the purchase amount; or

5. where you believe a transaction has been duplicated.

If you believe that you are entitled to a chargeback, you must notify us as soon as possible by contacting Zeller as the Scheme Rules impose time limits for initiating chargebacks. The time limit is generally 90 days from the date of the disputed transaction.

If you request a chargeback, we may need you to provide additional information. If we do ask you for additional information and you do not provide it within 10 days, then you may lose any rights to the chargeback and if it has already been processed, we may reverse it.

Please note that if we process a chargeback, the merchant may have rights under the Mastercard Scheme Rules to have the transaction investigated further, and this can in some circumstances result in the chargeback being reversed (which means the original transaction might be reinstated by being debited to your Available Balance).

You acknowledge that you will not receive paper statements from us regarding the operation of your Card. Periodic statements showing the transactions on your Card and the Available Balance are available on the Website.

Provided you have registered your Card, its balance and transaction history will be made available 24 hours a day, 7 days a week through the Website at no charge (see clause 44.2 “Using the Card”).

If you notice any error (or possible error) in any transaction or statement relating to the Card, then you must notify Zeller immediately. We may request you to provide additional written information concerning any error (or possible error) and you must comply with that request.

It is your responsibility to regularly review your transaction history to identify Unauthorised Transactions.

The Card is valid until the expiry date shown on it unless it is cancelled before then.

Your Card cannot be used after expiry. You cannot access any value loaded on the expired Card unless a replacement Card is issued to you.

We may issue you with a replacement Card if requested by you at any time after expiry and provided you have registered your details with us, including your name and United Kingdom address. We reserve the right not to issue a replacement Card to you, in which case we will return any Available Balance on your Card to you.

If your Card or Card Details are misused, lost or stolen, you should notify Zeller immediately by calling 0800 917 9206 so that your Card can be cancelled.

You can request Zeller to provide you with a replacement Card.

A replacement Card will be arranged, free of charge, after you notify us that your Card or Card details are misused, lost or stolen and the misused, lost or stolen Card has been cancelled. You will need to register and activate the new Card in accordance with clause 44.5.

You may ask for the Card to be cancelled at any time. If you ask for the Card to be cancelled and we ask you to, you must surrender or destroy the cancelled Physical Card, and you must not use the cancelled Card.

We may cancel your Card at any time. Where possible, we will give you 20 days advance notice of the cancellation. However, we may act without prior notice if:

1. we believe that use of the Card may cause loss to you or to us;

2. we believe that it is required for security purposes;

3. you breach, or we suspect you have breached, these Terms of Service; or

4. we suspect that the Card has been used illegally.

If we cancel your Card, we will give you notice as soon as reasonably practical afterwards.

We may revoke the Card at any time without cause or notice. If we ask you to, you must surrender or destroy the revoked Card and you must not use the revoked Card. When you surrender the Card, you must give us your correct name and contact address.

On the revocation or cancellation of the Card, we will pay the Available Balance to you when:

1. we are satisfied that there are no un-cancelled or unexpired authorisations or approvals on your Card;

2. we are satisfied that there are no further amounts that we will be debiting, or that we anticipate debiting, against the Available Balance;

3. we are satisfied the funds on your Card belong to you;

4. if we require it, we have received the surrendered or cancelled Card from you; and

5. you give us instructions to pay the Available Balance by sending it to a bank account nominated by you.

We are not liable:

1. if, through no fault of our own, the Available Balance is not enough to cover a transaction;

2. if, through no fault of our own, a terminal or system does not work properly;

3. if circumstances beyond our control prevent a transaction, despite any reasonable precautions having been taken by us;

4. for any loss resulting from any failure due to events outside our reasonable control;

5. for any loss resulting from any system failure or industrial dispute outside our reasonable control;

6. for any industrial dispute;

7. for any refusal to accept the Card;

8. for any indirect, special or consequential losses;

9. for any infringement by you of any currency laws in the country where the Card is used;

10. for any dispute between you and the supplier of any goods or services purchased with the Card;

11. for our taking any action required by any government, federal or state law or regulation or court order; or

12. for anything specifically excluded or limited elsewhere in these Terms .

Our liability in any event shall not exceed the amount of the Available Balance except in relation to:

1. Unauthorised Transactions; and

2. consequential losses arising from a malfunction of a system or equipment provided by any party to a shared electronic network (unless you should reasonably have been aware that the system or equipment was unavailable or malfunctioning, in which case our liability is limited to correcting any errors and refunding any fees or charges imposed on you).

We:

1. do not make or give any express or implied warranty or representation in connection with the Card (including quality or standard or fitness for any purpose), other than as set out in these Terms of Service or when the warranty or representation is imposed or required by law and cannot be excluded; and

2. are not liable for any loss you suffer (including indirect or consequential loss) arising in connection with the Card (whether a failure to provide the Card or its loss, theft or destruction).

We are not otherwise liable for the use, functionality or availability of compatible contactless terminals, or a reduced level of service caused by the failure of third party communications and network providers.

Any failure or delay enforcing a term of these Terms and Conditions does not mean a waiver of them.

We are subject to the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and the rules and other subordinate instruments under the Act (AML/CTF Laws). Before the Card can be activated, we are obliged to collect certain identification information from you (and verify that information) in compliance with the AML/CTF Laws. Customer identification information includes detailed 'know your customer' (KYC) information about the Cardholder such as:

1. name, and

2. address, and

3. date of birth.

We may be prohibited from offering services or entering into or conducting transactions with you if you do not provide this information.

You should be aware that:

1. we are not required to take any action or perform any obligation under or in connection with the Card if we are not satisfied as to your identity, or where there are reasonable grounds to suspect that by doing so it may breach the AML/CTF Laws;

2. transactions may be delayed, blocked, frozen or refused where we have reasonable grounds to believe that they breach United Kingdom law or sanctions (or the law or sanctions of another country). Where transactions are delayed, blocked, frozen or refused, we are not liable for any loss you suffer (including consequential loss) howsoever caused in connection with your Card;

3. Zeller may from time to time require additional information from you to assist us in the above compliance process; and

4. where legally obliged to do so, we will disclose the information gathered to regulatory and/or law enforcement agencies, banks, service providers or to other third parties.

You provide us with the following undertakings and indemnify us against any potential losses arising from any breach by you of such undertakings:

1. you will not initiate, engage or effect a transaction that may be a breach of United Kingdom law or sanctions (or the law or sanctions of any other country); and

2. the underlying activity for which your Card is being provided does not breach any United Kingdom law or sanctions (or the law or sanctions of any other country).

You agree that we may give written notices or other communications to you under or in connection with these Terms by either:

1. sending the notice, information or communication using Electronic Communication; or

2. using Electronic Communication to notify you that the notice, information or communication is available from an electronic address (such as the Website).

You may vary your nominated email address for Electronic Communication by notifying us through the Website and satisfying us of your identity.

In addition, we may give you notices, information or other communications to you relating to the Card:

1. by Electronic Communication to your email address last known to us or which you last gave us for sending notices and communications to you; or

2. if the notice or communication is not personal to you – by publishing a notice to the Website.

If we give a notice, information or other communication to you electronically, you are taken to have received it on the day it is transmitted.

You agree that, for the purpose of telephone communications originated or received by us and for the purpose of Electronic Communications received by us or through the Website, we:

1. may verify your identity by reference to any or all of the information given by you when applying for the Card or during the Card activation or any changes made to this information; and

2. may proceed on the basis that we are satisfied by that verification.

You must notify us immediately of any change to your address and other contract details by updating your details through the Website. We will not be responsible if you do not receive any notice or correspondence that has been sent in accordance with the contact details you have provided.

We accept no responsibility or liability for late, lost or misdirected SMS messages or emails caused by inaccurate provision of personal details by you, or by system constraints or failures experienced by your email or mobile phone service providers.

1. Zeller will draw the funds necessary to settle Transactions from your Zeller Account.

2. You must take all necessary actions, including completion of documentation, attestations or certifications of compliance, as may be required to enable Zeller to provide you with the Services.

1. In this part, any references to Zeller include Zeller and its service providers in relation to these Services.

1. Transaction settlement times will depend on the Applicable Rules of the relevant payment infrastructure. Where we are able to do so we will tell you:

   1. if there are any delays in processing Transactions; and

   2. when your Transaction is likely to be completed.

2. We may delay settlement of a Transaction where permitted or required by Applicable Law, Scheme Rules or the requirements of an Acquirer other than Zeller or where we suspect a Transaction is fraudulent, involves illegal activity or is an Invalid Transaction.

3. Zeller will:

   1. credit to your Zeller Account the aggregate value of all monies received by Zeller in respect of Debit Items and/or Credit Items on the Business Day; and

   2. debit to your Zeller Account the aggregate value of all Credit Items sent by and/or Debit Items received by Zeller on the Business Day.

4. Zeller may reverse a credit or debit made to the Zeller Account if:

   1. you instruct Zeller to Return an amount;

   2. an amount is Returned to Zeller;

   3. you instruct Zeller to submit a Refusal;

   4. Zeller receives a Refusal;

   5. you suffer an Insolvency Event or there is a relevant and material breach of these Terms;

   6. settlement of an Item by Zeller would be an unlawful act by Zeller having regard to any decision, judgment, decree or determination of any court, administration tribunal or statutory regulator or by virtue of any change in Law; or

   7. this Service has been terminated for whatever reason.

5. You acknowledge and agree that Zeller is a mere conduit of amounts received, which will be passed on accordingly as a debit or credit to the Zeller Account.

1. You agree that:

   1. where a Transaction does not comply with any requirement of Applicable Rules or any technical and operational requirements of Zeller, that Transaction may not be accepted or processed by Zeller. In that case, Zeller will not be liable to you for any damage or loss suffered or sustained by you as a consequence of such rejection;

   2. You must investigate and deal promptly and in good faith with any query, claim or complaint, received from a customer, relating to any alleged or wrongful credit or debit pursuant to an Item. If you fail to respond to any such query, claim or complaint within the time period specified by the Applicable Rules, you agree that Zeller may debit the Zeller Account for the amount claimed to facilitate payment to the claimant;

   3. You must process and provide to Zeller any Return, Refusal or information regarding any dispute over an amount, and assist Zeller in the resolution of any issue arising out of such Return, Refusal or dispute; and

   4. You must immediately inform Zeller of any proposed changes to its name, corporate structure, financial situation, circumstances or solvency, or any other change that may be relevant to Zeller.

2. If you fail to comply with any of the requirements of this clause 50.3, Zeller may, at its discretion, refuse to accept any Transaction and return it to the customer.

3. In accordance with the Applicable Rules, Zeller may immediately suspend or terminate the Services if you are in a position where you cannot meet your settlement obligations.

4. You acknowledge that Zeller has rights and obligations under the Applicable Rules , and that Zeller's Service Providers have rights and obligations under the Applicable Rules which affect Zeller and you. If it becomes necessary under the Applicable Rules for Zeller or Zeller's Service Providers to exercise a right or obligation that impacts you, you agree to co-operate and assist Zeller in any such matter and to be bound by the determination of that matter under the Applicable Rules.

5. After you initiate a Transaction, you may not be able to revoke it.

1. Except as set out in other clauses of this Part H, to the extent permitted by any applicable law or code:

   1. we are not liable to you for any funds that you did not recover from a Transaction from your Zeller Account where you have requested (or have the right to request) a Return, or any other loss or damage arising from your failure to recover those funds, provided that we have followed the procedures in this Part H;

   2. we are not liable for any consequential loss or damage you suffer as a result of using the Zeller Account Payment Services, other than any loss or damage which is due to our negligence or breach of any condition or warranty implied by law which cannot be excluded restricted or modified at all or only to a limited extent; and

   3. you are liable for any loss or damage to you or us from fraudulent Transactions where the responsibility for the fraud is attributable to your conduct.

2. To the full extent permitted by law, you indemnify us against any loss or damage we may suffer due to any claims, suits, demands or action of any kind brought against us arising directly or indirectly because you:

   1. did not observe any of your obligations under these Terms and Conditions; or

   2. acted negligently or fraudulently in connection with the other terms and conditions of your Zeller Account.

Applicable Rules means all regulations, procedures and rules issued by Zeller, its service provider or the operator of relevant payment infrastructure from time to time governing the participation in, and the use and operation by participants, including Zeller, you and other financial institutions of, any payment infrastructure used to deliver the Bank Account Payment Services.

Authorised User means you and any person you have authorised to operate your Account.

Credit Item means a credit payment.

Debit Item means a debit payment.

Item means a Credit Item and/or a Debit Item.

Refusal means the rejection of a Return.

Return means a Credit Item or Debit Item that was dishonoured or rejected for any reason including, but not limited to, the fact that the relevant account was unidentified, direct crediting or debiting was not available on the account, or the account was closed or suspended or contained insufficient funds.

Settlement Services means the Settlement related services provided by Zeller to you, as further described in Clause 49.

Transaction means a payment transaction, effected in accordance with the provision of Zeller Account Payment Services by Zeller (and its Service Providers) under this Agreement in respect of you or your customers, including a Credit Item, a Debit Item, a Refusal and a Return.

Zeller Account Payment Services means the services to be provided by Zeller to you as set out inPart H, including payments made via the Faster Payment System or Bankers' Automated Clearing System, as applicable.

1. The SIM card provided with your Terminal is intended solely for Machine-to-Machine (M2M) communication to facilitate payment processing services.

2. You are strictly prohibited from selling, leasing, or providing the SIM card independently of the Zeller Terminal solution.

3. The SIM Card may only be used in hardware designed and accredited for M2M communication. Use of the SIM Card in mobile phones, tablets, or other non-Zeller devices is a material breach of these Terms

You agree not to, and shall not permit any third party to:

1. Establish, install, or use the SIM card in a GSM Gateway to provide telecommunications services to third parties.

2. Take any action designed to defeat the operation of any security measure incorporated in the Services.

3. Reverse engineer, de-compile, or modify the SIM card software or underlying algorithms.

4. Use the service for any improper, immoral, or unlawful purposes, or in a manner that jeopardizes the integrity of the Network.

1. You acknowledge that the SIM card provides data-only connectivity and does not provide access to emergency services (999 or 112).

2. Sanctioned Entities: You represent and warrant that the Services will not be used to support or benefit any entity listed on the United Nations Security Council Consolidated List or applicable sanctioned party lists in the UK, EU, or Netherlands.

3. Standard Compliance: You shall ensure that the Terminal and its use comply with all applicable European and international standards for wireless devices.

1. You must notify Zeller immediately, and in any event within 12 hours, if the SIM card is lost, stolen, or damaged.

2. You remain liable for all charges and data usage incurred by a lost or stolen SIM card until the point at which Zeller successfully disconnects the service.

3. You must not interfere with the unique IMEI Number of the Terminal, and ensure the Terminal sends the IMEI to the network correctly.

1. Connectivity is provided on a "best estimate" basis. Service quality may be affected by physical obstructions, atmospheric conditions, or faults in third-party telecommunications networks.

2. Services may be temporarily unavailable due to scheduled or emergency maintenance by Zeller or the underlying network provider.

3. Zeller reserves the right to suspend connectivity without notice if we suspect fraudulent use, or if the Network provider identifies activity that detrimentally affects the Network.

4. Termination of the SIM service does not affect your ownership of the Terminal.

To ensure network stability, you must ensure that your use of the Terminal adheres to the following:

1. Your devices must not be configured to connect or communicate at the exact same time as other devices (synchronized tasks).

2. Devices must not be configured in "Auto-Retry" mode for network registration or data sessions, and must follow acceptable retry intervals to avoid overloading the network.

3. You must allow Zeller or the underlying network provider to perform "Over-the-Air" (OTA) updates to SIM card parameters as required.