Terms and conditions

Version: 3.0 (27.10.2020)

1.  General information

Velvet Finance Limited (herein referred to as “Velvet”) is registered as a Company in England and Wales (№11413658) and with the Financial Conduct Authority under the Payment Services Regulations 2017 [FRN 912305] for the provision of payment services. Registered Office: 4 Gedling Street, Unit 6 Sneinton Market, Nottingham, England, NG1 1DS.

This Agreement sets out the terms and conditions on which we will provide you with Services from time to time.

This Agreement together with the Client Application Form and other related agreements and notices that we may provide you with from time to time together constitute the terms of your agreement with us. These are our General Terms and Conditions upon which we intend to rely.

For your own benefit and protection, you should read these terms carefully before signing this Agreement. If you do not understand any point contained within this Agreement, please ask for further information before signing it.

You may also be given additional terms and conditions when you take out a particular product or Service. These additional or account-specific terms take priority over those found in these General Terms and Conditions.

Where a conflict between the General Terms and Conditions and other applicable agreements, regulation or conditions mentioned in this Agreement exists, this other agreement, regulation or these other conditions shall always prevail.

If one or more of these provisions is or are invalid, then a provision shall apply which resembles such a provision as much as possible and which is valid. The other provisions of these General Terms and Conditions shall not be affected. It is possible that you yourself also use general terms and conditions. In that case these General Terms and Conditions will apply, and not your general terms and conditions. Your own general terms and conditions only apply if we agree to this with you in writing.

2.  Definitions

2.1. Save where provided in clause 2.2 or the context otherwise requires words and phrases defined in the rules of the Financial Conduct Authority of the United Kingdom (“FCA”), shall have the same meanings when used in this Agreement.
2.2. The following words and phrases shall have the following meanings:
2.3. Agreement: ‘this agreement’, ‘the agreement’, or ‘your agreement’, means all the terms and conditions that apply to your account and any other Services you have with us. These form the basis of the agreement between you and us. The agreement applies to everyone named on the account, together and individually, and to us, Velvet Finance Limited.
2.4. Application: A mobile application for Account management, installed, and used on mobile devices.
2.5. Business Day: Day on which the banks are open for general banking transactions in those countries which are involved in a Transaction.
2.6. Client Application Form: The Client Application Form to be completed and signed by you in accordance with this Agreement.
2.7. Conditions: The General Terms and Conditions, and all other agreements or general or special conditions which apply between you and us, as amended, adjusted, or supplemented from time to time.
2.8. Conflicts of Interest Policy: The policy that is in effect within Velvet regarding possible conflicts of interest between Velvet and yourself and between other Clients.
2.9. EEA: All Member States of the European Union, Norway, Iceland, and Liechtenstein
2.10. Electronic Money: Money credited/transferred to and held on Account for executing Payment Services via the System.
2.11. General Terms and Conditions: These General Terms and Conditions, which include the payment terms and the conditions for the client relationship, as amended, adjusted, or supplemented from time to time.
2.12. IBAN: International Bank Account Number.
2.13. International Payment: All Payments that do not qualify as a SEPA Payment.
2.14. Payment Order: Your instruction to us. For example, this could be a Payment Order, an order to perform a Spot transaction, or an order to change your records or your limit.
2.15. Password: The password which you have received from us or have chosen to log in to our Platform.
2.16. Payment: The transfer of an amount in a currency to an external payment account or the receipt of an amount in a currency, including an International Payment and a SEPA Payment.
2.17. Payment Account: The payment account you have with us for Payments.
2.18. Payment Tool: The information you use to access your account and make payments that are personal to you: Passwords, security keys, personal identifier(s), fingerprints, and personal identifications). The payment tool itself can be a combination of these.
2.19. Platform: The closed online environment on our Website which is used as a secured communication channel between yourself and us. Within the Platform, you can use our Services and you can send us Orders.
2.20. Public information: Information which anybody could know, for example because this information is mentioned in the newspaper or on the internet.
2.21. Representative: A party who represents you, this can be your director or an Attorney.
2.22. SEPA area: All countries within the European Union and Norway, Iceland, Liechtenstein, Switzerland, Monaco, and San Marino.
2.23. Spot transaction: A Foreign Exchange (FX) Spot transaction.
2.24. Services: The Services more specifically referred to in clause 3 below.
2.25. System: A software solution on Velvet web page and Application used for provision of Velvet Services.
2.26. Transaction: A Payment or a Spot transaction.
2.27. UBO: Ultimate beneficial owner, the ultimate stakeholder of the company who:
  • Holds an interest of at least 10% in the capital or assets of the legal entity; or
  • Can exercise at least 10% of the voting rights in a general shareholders' assembly.
2.28. US Person: A natural person who has his permanent residence in the United States, or a person who has legal control over or is entitled to an entity or an organisation which:
  • Is organised or established under the law of the United States;
  • Is located in the United States;
  • Has a US Person as UBO or shareholder;
  • Participates in a trust with a US Person.
2.29. Username: The login name you have chosen to log in to our Platform on our Website.
2.30. Website: Our Website, which you can find at https://www.velvet.li
2.31. We: Us, Velvet Finance Limited, our Parent Companies, and/ or our Agents.
2.32. You: Our Client, but also our Client's Representative.

3.  Services

3.1. We will provide Services as may be agreed in writing and / or other Services as may be specifically agreed in writing between us.
3.2. The Services will be subject to any limits or restrictions which you may specify in the Client Application Form, to the terms of this Agreement, and any statutory, regulatory, or legal or market requirements.
3.3. We may provide the Services in relation to:
3.3.1 Faster Payments;
3.3.2. CHAPS;
3.3.3. BACS;
3.3.4. SEPA Payments;
3.3.5. International Payments;
3.3.6. Spot transactions via the Platform; and
3.3.7. Any associated or ancillary business to the above;
3.3. We may provide the Services in relation to:
3.4. Clause 3.3 is subject to any limits or restrictions you or we may specify in writing.
3.5. We are authorised by you to take any action we consider reasonably necessary or appropriate either to provide the Services (including but not limited to acting as your agent and delegating our authority as your agent to another) or to comply with any applicable laws or regulations as may reasonably be appropriate. You agree to ratify and confirm everything lawfully done in the exercise of such discretion.
3.6. Except where expressly agreed in writing we will not be responsible for the provision of any tax, accounting or legal advice in relation to the Services.
3.7. We will treat you as our Client and we have no obligation and accept no liability to any other person for whom you may be acting as an agent, intermediary or fiduciary (whether or not the existence or identity of such person has been disclosed to us) and your obligations to us shall not be diminished in any way by reason of your so acting.
3.8. We will not be obliged to carry out any transaction nor do anything else which we believe would breach any statute, law or regulation.
3.9. If your Account comprises more than one account with us, we will have the right, without prejudice to any other right we may have, to combine all or any such accounts and set off any amount at any time owing from you to us or any Associate on any account against any amount owing by us or any Associate of ours to you for any purpose.
3.10. We may, at our discretion, at any time convert any sums of money held in a currency other than the currency of the relevant Obligation into the currency of the Obligation at our current exchange rates (or other reasonable rate) and the proceeds of such conversion will be automatically applied in reduction of the Obligation.
3.11. We will rely upon the truth, accuracy and completeness of the information provided by you in the Client Application Form. You expressly consent to us using and relying on all such information in making our assessment and its dealings with you.
3.12. If there is a change in your personal or other relevant circumstances, you must immediately notify us of the change in writing.

4.  Your information

4.1. You must provide any information we ask for and any information we need to perform our Services and to comply with all laws and regulations.
4.2. If it is necessary to verify the information, you will cooperate with such request.
4.3. We may also need information about your Representatives. They must provide us with the requested information and give us the opportunity to verify this information.
4.4. You must ensure that all information you provide to us is correct, complete and up to date. We may rely on the information provided by you.
4.5. We are not obliged to verify the information or authority provided to us in terms of their accuracy. Nor are we obliged to check this information against current developments, during the provision of our Services.
4.6. You must keep us informed of any changes to your situation, personal details or any other important changes that are relevant to us – for example, if you change:
4.6.1. Your name;
4.6.2. Your nationality;
4.6.3. Country of residence;
4.6.4. Correspondence address;
4.6.5. Email address;
4.6.6. Phone number;
4.6.7. Change of your Representative or director;
4.6.8. Application for your bankruptcy, (temporary) suspension of payment, legal debt restructuring, control or receivership;
4.6.9. If you expect or should expect that you can no longer meet your financial or other obligations to us in the future;
4.6.10. Change of legal form, description of the purpose, activities or termination of your activities or business.
4.7. You must immediately report any changes of information about yourself and your Representatives. You are responsible for this yourself. We are entitled to trust that your Representatives are authorised to represent you. You may not assume that we will verify whether your Representatives have the authority to represent you in any way (for example via the public registers).
4.8. Your Representatives must adhere to the same rules as yourself. You must inform each other and us. You are responsible for ensuring that your Representatives adhere to these rules.
4.9. We are not obliged to (continue to) deal with your Representatives. Your Representative may not transfer their powers to another person unless we approve this.
4.10. We may use the information we receive from you, when providing our Services to you. We may also use public information. We are not obliged to use this information.
4.11. Velvet has the right to request additional information and/or documents related to your personal information and/or transactions and to request confirmation of such information periodically.
4.12. If you do not provide the requested information and/or documents within the terms specified by Velvet, we have the right to suspend the Client registration process.
4.13. You may enter into this Agreement with Velvet directly and/or through your Representative(s).
4.14. We may record and store phone conversations and other (electronic) communications with you. This also applies to any communications with you which do not lead to a Transaction. We are not obliged to do so. We are also not obliged to notify you separately again whenever we record a phone conversation or other communication. In addition, we are authorised to prepare minutes and notes of direct conversations with you.
4.15. Upon your request, we can provide a copy of the information which we have recorded and stored. We will honour reasonable requests for a copy at no charge.
4.16. You consent to us using your information to provide payment Services to you. If you withdraw this consent, we will stop providing payment Services but may still use your data if we have lawful grounds to do so (for example, because we need to keep records for regulatory purposes).
4.17. Velvet takes the security of your information and your accounts very seriously and will take every step to keep your money and account access information safe. We will use your information for a number of different purposes, for example, to manage your account(s), to provide our products and Services to you and others and to meet our legal and regulatory obligations. We may also share your information with our trusted 3rd parties for these purposes. For more detailed information on how and why we use your information, including the rights in relation to your personal data, and our legal grounds for using it, please read our privacy policy.
4.18. We may be required by law or regulation to share information about your accounts with the UK or relevant tax authorities, either directly or via the local tax authority. The tax authority we share the information with could then share that information with other appropriate tax authorities.
4.19. If we need extra documents or information from you about this, you must supply them. If you do not, we may need to close your account or, if the law or other regulations require us to do so, we may withhold parts of certain payments received into your account and pass the withheld funds to the relevant tax authorities.

5.  Confidentiality

5.1. Velvet shall be under no duty to disclose to you or in making any decision or taking any action in connection with the provision of the Services to take into account any information or other matters which come to our notice or the notice of any of our employees, officers, directors, agents or Associates:
5.1.1. Where this would, or we reasonably believe that it would be a breach of any duty of fidelity or confidence to any other person; or
5.1.2. Which comes to the notice of an employee, officer director, agent or Associate of ours, but does not come to the actual notice of the account executive or other individual providing you with the Service in questioth.
5.2. The parties to this Agreement will at all times keep confidential any information of a confidential nature acquired in connection with this Agreement or the Services, except for information which they are bound to disclose under legal obligations or by request of regulatory agencies or to their professional advisers or in our case in the proper performance of the Services.
5.3. We will act as data controller (and in certain circumstances, data processor) within the meaning of the Data Protection Act 2018 (the ‘Data Protection Act’). You hereby consent to the processing and use by us and our agents and Associates of personal data (as defined in the Data Protection Act) given by you under this Agreement for the provision of the Services, which may include the transfer of such data out of the European Economic Area (as defined in the Data Protection Act). Such data may also be used by us, our affiliated companies and our agents and Associates to update Client records and to advise you of updates to products that you have previously accessed. We will not contact you about other products and Services unless you have indicated at the end of this agreement.
5.4. You are responsible for keeping your information private and controlling who reads your information. When you choose how you would like us to contact you, you must ensure will be most secure for you. If you use a method that other people can access or read (such as a shared email address or shared mobile number), please be aware that these people will also be able to access the information we send you.
5.5. To enable you to can carry out day-to-day transactions, Velvet will give you payment tools that you can use to access your accounts and make payments. All these tools are personal to you.
5.6. When you receive a payment tool, for example, your PINs, passwords or any other confidential information, it is your responsibility to keep it safe and to look after any other ways of taking money from or accessing your account. If you think your account security might have been compromised, you must inform us as soon as possible.
5.7. You must not disclose your payment tools to anyone else or let anyone else use them, or do anything that would let someone else use them, such as writing them down in a way that someone else could understand, or giving someone else access to a device like a mobile phone you keep your details on.
5.8. No Velvet employee will ever call to ask you for a full PIN or passcode.
5.9. You are responsible for ensuring that:
5.10. Any software we give you remains unaltered (by you or anyone else)
5.11. Any device you use to access our Platform complies with the standards and requirements we tell you about from time to time.
5.12. You carry out your own regular virus checks and security updates using antivirus software
5.13. You tell us as soon as you can if you notice something wrong with Online Banking that is stopping you using it properly, or if anything looks different.
5.14. Any software or devices we give you in connection with our Platform are licensed to you. This means you have permission to use them, but you do not own these materials or any of the intellectual property rights associated with them. These are owned by us, or by the person who licenses them to us. You must use them only in connection with this agreement and as described in any other information we give you.
5.15. Where you access our Platform from outside the UK, it will be at your own risk, and you should check whether you are allowed to access it from the country you are in at the time. Some countries do not allow encrypted data to be sent over a public phone network. You may want to check this before using the Service outside the UK.
5.16. If you think your security has been compromised, or that someone (except someone you have asked to provide account information or payment initiation Services) has used or is able to use any of the means of access to your account, you must tell us as soon as possible.

6.  Use of the Account

6.1. Your Account allows you to deposit, transfer, keep funds in the Account for transfers, local and international money transfers executions, contribution payments, and also to receive money into the Account, settle for goods and Services, and perform other operations directly related to money transfers.
6.2. Electronic Money held on the Account is not a deposit and Velvet does not, in any circumstances, pay any interest for Electronic Money held on the Velvet Account nor does it provide any other benefit associated with the time period for which the Electronic Money is stored.
6.3. You are not allowed to have a negative balance on your Velvet Account. If this occurs, you must immediately correct this. We may apply a charge on the negative balance on your Velvet Account.
6.4. We may reject or undo the execution of an Order if this were to result in a negative balance or if you have a negative balance. You will receive notice of this.
6.5. The balance which you keep on your Velvet Account is only intended for Transactions. You may not use your Velvet Account for other purposes, for example as a savings account.
6.6. We may set a maximum amount for you, which you may maintain in your Velvet Account. This amount applies regardless of the currency you maintain with us. If we set such a maximum amount, we will inform you thereof.
6.7. You are obliged to notify Velvet as soon as you notice that funds are credited to your account in error, and to return the funds no later than one Business Day after noticing. You shall not have any rights to dispose of funds that have been credited to your account in error.
6.8. Velvet has the right and your consent to deduct any erroneous credit to your account from the balance on your account.
6.9. If the balance on your Account is insufficient to debit the money credited in error, you unconditionally commit to reimburse Velvet the funds that have credited in error within three Business Days from the receipt of such request from Velvet.
6.10. Any confirmation, order, request, notification, or other actions performed through third party websites by logging in to your Portal and identifying yourself represents the acceptance of these Terms.
6.11. You agree that Velvet, when providing Services, may use the Services of third parties (including but not limited to, banks, electronic money institutions, payment institutions and other financial institutions). Velvet is permitted to select third parties for the provision of Services without prior agreement with you.
6.12. Certain clients may be subject to an advance payment requirement which allows Velvet a better protection against possible risks and expenses associated with particular Accounts. Velvet will notify you if this applies to you. The advance payment will only be imposed with your prior agreement.
6.13. Any Advance payment will be kept for 45 calendar days following the Account closure. Where additional expenses associated with the Account emerge after the Account has been closed, Velvet may retain the advance payment longer than 45 calendar days. If the amount of the advance payment is not sufficient, Velvet might claim other expenses derived from the activity of the Client through a Tribunal.
6.14. Velvet may release the advance payment before the Account is closed.
6.15. Velvet does not pay any interest on advance payment.
6.16. In the event of the death of a Client (where a client is a natural person), the Account will be closed, and the funds held in the account will be transferred to the account indicated by the successor. The actions indicated in this Clause will be implemented following the procedure provided under the applicable laws.
6.17. Velvet will charge all appropriate fees related to the closure of the Account. If no successor claims the remainder of the funds (i.e. it is not indicated where the funds should be transferred) in the Account within 12 months, Velvet will also charge the funds in the Account with a 0.15% daily fee.
6.18. Velvet reserves the right to refuse to open an account and/or to close an account at its sole discretion.

7.  Transactions

7.1. Payment Transfers from your Account may be executed:
7.2. To another user of the System;
7.3. To EU and foreign bank accounts (except for banks in foreign countries to which the Payment Transfers are forbidden; Velvet will inform you of these countries in the System);
7.4. To accounts in other electronic payment systems specified in the System;
7.5. To other debit and credit cards using card to card payment Services.
7.6. Funds may be transferred to the Account in different currencies. When entering the transaction details for a Spot transaction, we will provide you with an indicative rate and price.
7.7. If you give a Payment Order in a currency to an account (in another country) which is in a different currency, then the amount may be exchanged by the recipient's bank. In that case, you do not know what exchange rate is used.
7.8. You may enter a future payment date which may be up to 30 days ahead in your Payment Order. The Payment Order will only be executed if the Account balance is sufficient. A transfer to another Account shall be executed at the beginning of the specified day (00:00 AM in accordance with the time zone of the server GMT+2). A transfer to a bank account is executed within terms specified in the System.
7.9. A bank or another electronic money transfer system may apply fees for transferring money from/to your Account, card, or a payment account of another electronic payment system.
7.10. You are responsible for ensuring that you give us correct instructions; if you give us incorrect instructions or mistakenly instruct us to make the same payment more than once, we may not be able to get the money back.
7.11. Velvet will endeavour to recall erroneous payments. We will charge a fee for tracing, recalling or cancelling a payment.
7.12. If we cannot get the money back, you can request the relevant information we have about the transaction to help you reclaim the money. We will provide this information on receiving a written request from you, unless the law prevents us doing so.
7.13. If we receive your payment instruction on a public holiday or at the weekend, we’ll usually process your instruction on the next working day.
7.14. Payment Orders received on the System are placed in a priority-based queue. Subsequently, Payment Orders are executed according to the queue, with execution occurring either immediately or as soon as preceding Payment Orders are completed.
7.15. We may require additional documents or information in respect of a particular transaction. We will not be able to process such transaction if you do not provide the information or documents that we request.
7.16. Where a payment is partially or fully executed through a third party, Velvet will not be held responsible for any delay caused by the third party. We will, however, attempt to establish the cause of the delay and remediate it, where possible.
7.17. We do not have to carry out your instructions if:
7.18. Your instructions are not complete or clear, or we do not think it came from you or someone authorised to give us the instruction on your behalf;
7.19. The balance in your account is insufficient to cover the payment; If the amount of money on Account is insufficient in one currency, but there is a sufficient amount of money in another currency, the Payment Transfer shall not be executed until you convert the money to the currency of the payment (except for cases where you have ordered an automatic currency exchange feature or the transfer is intended for paying for goods or Services via the System).
7.20. By carrying out the instruction we might break a law, regulation, code or other duty that applies to us, or it might expose us to claims from third parties;
7.21. We reasonably think that a payment into or out of an account is connected to fraud or any other criminal activity, including where the funds are being obtained through deception;
7.22. The type of payment you are trying to make or the payment tool you are using is not available to us or we have withdrawn it;
7.23. You attempt to make a payment to an account that cannot accept payments through the payment system we normally use. In this case, we will tell you if there is any other way to make the payment – there may be a charge for other methods.
7.24. While we are checking that none of the reasons above apply, there might be a delay in getting the payment to its destination.
7.25. In addition, if you operate your account while physically located in certain countries, we may not be able to offer you other products, or may decline transactions, or may later withdraw your account.
7.26. We can also refuse to follow an instruction if we reasonably believe that following it might expose us (or another group company) to legal action or censure from any government, regulator or law enforcement agency. We will tell you if you try to make such a payment.
7.27. We may apply financial and other limits to your instructions. You will be informed of what these limits are, and we may change them from time to time.
7.28. To manage our risk, we also apply internal controls, including limits, to certain types of payment. We change these as necessary but, for security purposes, we do not disclose them. We may refuse your instruction if it is above one of these limits.
7.29. Unless the law prevents us, we will try to contact you as quickly as possible to tell you we have not followed an instruction you have given us.
7.30. We can also refuse to act on an instruction we receive from an account information Service or a payment initiation Service if we’re concerned about fraud or unauthorised access. If we find we need to do this, we’ll contact you using the details you have given us as soon as we can (and in advance where possible) to explain why, unless that would break the law or we have security reasons not to do so.

8.  Joint accounts

8.1. This section applies only where you consist of more than one person such as joint account holders, trustees or personal representatives.
8.2. You shall be jointly and severally liable for the obligations of all and any of you under this Agreement or in any other dealings between you and us.
8.3. Unless and until we receive written notice signed by all of you withdrawing or varying the same, so as to limit such authority to a specific named individual:
8.3.1. Each joint holder will have authority on behalf of all the joint holders to deal with us as fully and completely as if it were the sole owner of the account without any notice to the other joint holders;
8.3.2. Any of the joint holders may give us an effective and final discharge in respect of any of their obligations; and
8.3.3. Any notice or communication given to one joint holder shall be deemed to be given to all.
8.4. On the death of any of you, our Agreement will not terminate but remain binding on the other person(s) constituting our client and we may treat such survivor(s) as the only person’s party to this Agreement with us.
8.5. Where you are trustees of a trust or personal representative of an estate, you undertake to give us notice forthwith of any change in trustees or personal representatives.
8.6. Where you are trustees of a trust, you undertake to supply us with copies of any documents now existing (or hereafter executed) limiting, extending or varying the powers of the trustees or amending the objects of the trust and any other documents or information we may reasonably require in connection therewith.
8.7. Notwithstanding the foregoing we reserve the right at our sole discretion:
8.7.1. To require joint instructions from some or all of the joint holders before taking any action under this Agreement; and
8.7.2. If we receive instructions from a joint holder which in our opinion conflict or are inconsistent with other instructions, advise one or more joint holders of such conflict or inconsistency and / or take no action on any such instructions until we receive further instructions satisfactory to us.

9.  Charges and Fees

9.1. The charges applicable to your account are outlined in the fee schedule, which you received when you opened your Account and is considered part of this Agreement. Velvet is entitled to unilaterally amend the charges and to change the amount, frequency, or time frames for payment of any fees and/or charges relating to the Services provided. Velvet will notify you of these changes five Business Days before the new/amended Pricing takes effect unless the law stipulates otherwise.
9.2. By using our Services, you confirm that you have carefully read and understand the charges and payment terms applicable to your account.
9.3. All Fees payable to Velvet are non-refundable and will be deducted from your Account balance.
9.4. All fees will be calculated in your account currency and charges based on the current Euro rate.
9.5. You must ensure that Account holds a sufficient balance for charges/ fees to be deducted as required.
9.6. Any unpaid charge/fee will be subject to an increase of 0.2 per cent per day where the charge remains overdue.

10.  Prohibited actions

You are prohibited to:

10.1. Violate the rights of Velvet to trademarks, copyrights, commercial secrets and other intellectual property rights;
10.2. Provide false, misleading, or incorrect information;
10.3. Refuse to provide information requested by Velvet;
10.4. Transfer and/ or receive money acquired in illegal manner;
10.5. Refuse to cooperate with Velvet in investigation of violations;
10.6. Spread computer viruses and undertake other measures which could cause System malfunctions, damage or destroy information, as well as cause other damage to systems, equipment or information;
10.7. Undertake any other deliberate measures which could cause System malfunctions, damage or destroy information, as well as cause other damage to systems, equipment, information or third parties;
10.8. Provide financial Services without a prior consent of Velvet;
10.9. Provide Services which are prohibited by the laws or conflict with the public order and/ or good morals.

11.  Communication

You agree and confirm that:

11.1. We may communicate with you through our Platform. Communication published on our Platform shall be considered submitted properly and received within 24 (twenty-four) hours from publication.
11.2. All communication shall be performed in the language in which this Agreement was concluded.
11.3. You have access to the internet and that Velvet may provide you with non-confidential and/or not personally addressed information by publishing it on the website www.Velvet.li.
11.4. We may amend the information on our website at any time without prior notification.
11.5. We may record and/or monitor telephone conversations between yourself and our employees in order to improve the quality of our Services and/or for verification or training purposes.
11.6. You will keep us informed of any changes to your situation, contact or personal details or any other important changes that are relevant to us. This is so that we can continue to manage and protect your account, and communicate with you safely and quickly (for example, if we suspect fraud on your account or to give you information about your account(s) with us, including notifying you of changes). We will contact you using the details you most recently gave us.
11.7. In the event of suspected or actual fraud or security threats to your account, we will use a secure procedure to contact you. You will also be asked to verify your identity for security purposes.
11.8. We are always working to make our Services more convenient and flexible so we may launch new ways of communicating with you in the future.

12.  Conflicts of interest and disclosures

12.1. In relation to any transaction we execute or arrange with or for you, we may have an interest, relationship, arrangement, or duty which is material, or which gives or may give rise to a conflict of interest with your interest(s) in relation to the transaction concerned. We will take reasonable steps to ensure fair treatment for you in relation to any such transactions.
12.2. A material interest may include but is not limited to:
12.2.1. Providing Services similar to the Services provided to you to other clients;
12.2.2. Any of our employees being a director of, holding or dealing in investments of or otherwise being interested in any company whose investments are held or dealt in on your behalf;
12.2.3. Matching your transaction with that of another Client by acting on his behalf as well as yours where we are acting or seeking to act as agent for (and to receive and retain commission or other charges from) both parties;
12.2.4. Providing or having provided venture capital and to the company whose securities are the subject of the transaction.
12.3. We shall be entitled to provide Services to you or enter into a transaction for or with you or retain your investments or act as your agents or provide any other Service notwithstanding any such material interest and shall not be under a duty to disclose to you any profit arising therefrom without further reference to you. However, in such cases we may in our absolute discretion decline to carry out a transaction for or with you.

13.  Amendments

13.1. We may amend this Agreement to adapt it to:
13.2. Technological developments;
13.3. Changes in the law (e.g. in statutory laws and regulations);
13.4. Changes in market conditions, banking practices or cost of Services.
13.5. Changes in the interpretation or application of the law (e.g. due to a court ruling, ruling from a complaints or disputes committee or a decision/opinion issued by a regulatory or other authority);
13.6. Change in our product ranges or Services or our (work) processes (e.g. the modernisation, redesign or streamlining thereof);
13.7. Any other change of circumstances or opinions which would result in us having a reasonable interest in a change.
13.8. This option to amend also applies to other Conditions. Changing also includes supplementing.
13.9. We may also use this option to amend to charge you for costs in connection with the changes or developments to which we adapt the Conditions.
13.10. We may not use this option to amend to make changes which would significantly and unjustifiably affect the balance between your own and our rights and obligations.
13.11. We will report the amendment at least one month before the date on which it takes effect. If you object to the amendment, then you may terminate your Agreement (and thus all Conditions) up until the effective date of the amendment by sending us a cancellation notice. If you do not use this option, then the changes shall apply for you from the effective date onwards.
13.12. The notification period shall not apply, and a notification shall not be provided where:
13.12.1. This Agreement was changed due to changes in the law;
13.12.2. The costs of the Services are reduced;
13.12.3. The changes are favourable to you.
13.13. If you do not accept the amended Conditions, you can no longer enter into new Transactions from the time the amended General Terms and Conditions start to apply to other Clients. In that case your pending Transactions will be continued under the unamended Conditions. We will pass on to you any expenses/costs which we necessarily incur to continue our Services to you under the unamended Conditions. The above also applies if this article has not been included in the amended Conditions.

14.  Force majeure

14.1. Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications,
14.2. systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof.

15.  Client warranties

You hereby represent and warrant (which representations and warranties shall be deemed to be repeated by you on each date on which a transaction is entered into under this Agreement) that:

15.1. You have full power and authority to execute and deliver this Agreement, each transaction and any other documentation relating thereto, and to perform your obligations under this Agreement and each transaction and have taken all necessary action to authorise such execution, delivery and performance;
15.2. Any such execution, delivery and performance will not violate or conflict with any law applicable to you, any provision of any constitutional documents or any charge, trust deed, contract or other instrument or any contractual restrictions applicable to, binding on or affecting you or any of your assets or oblige you to create any lien, security interest or encumbrance;
15.3. All governmental, regulatory and other consents that are required to have been obtained by you in relation to this Agreement have been so obtained and are in full force and effect and all conditions of any such consents have been complied with;
15.4. Your obligations under this Agreement constitute your legal, valid and binding obligations, enforceable in accordance with their respective terms;
15.5. You will comply with all laws, rules, regulations and disclosure requirements of any relevant jurisdiction, exchange, market or regulatory authority which apply in respect of us, you or your investments from time to time;
15.6. You will promptly give (or procure to be given) to us such information and assistance as we may reasonably require enabling us to assist or achieve compliance with any of the obligations mentioned in 19.4 in relation to your Account or the Services;
15.7. You are acting as principal in entering into this Agreement and each transaction hereunder;
15.8. Where an Event of Default occurs, you will give us notice as soon as you become aware of such occurrence; and
15.9. You will not pay to or provide us with any Assets which are subject to any security or lien other than the Security and liens created in our favour and will not charge, assign or otherwise dispose of or create any interest in any of your rights or interest in any transaction or in any sum or other payment or assets held by us on your behalf.

16.  Responsibility and Liability

16.1. Any Party in breach of this Agreement shall be liable to and indemnify the other Party for all losses (including consequential losses), damages, and liabilities arising from said breach.
16.2. In all cases, Velvet’s liability is limited to:
16.2.1. Damages caused by a direct breach of this Agreement which could have been foreseen by Velvet at the time of breaching of the Agreement;
16.2.2. The total amount of compensation for all damages in the same 30-day period shall not exceed the most recent quarterly average of Commission Fees you paid for Services. Where the quarterly average cannot be calculated, the compensation cannot exceed 2 000 EUR (two thousand Euros);
16.3. Velvet will not be liable to you in any of the following circumstances:
16.3.1. Non-receipt of profit and income, reputational damage, loss, or failure of business, and indirect damages;
16.3.2. Any loss or damage caused by malfunctions, failures, or errors in programming in relation to the System;
16.3.3. Any delay, fault, failure in or loss of access to the Velvet Services;
16.3.4. Any loss arising from your failure to keep your Payment Tools secure;
16.3.5. Any errors and delayed or missed transactions incumbent to banks, billing systems and other third parties;
16.3.6. Any loss or damage resulting from Velvet not following an instruction from you for a reason we give in this agreement;
16.3.7. Any loss or damage resulting from Velvet not following an instruction from you where it would break the Law to do so;
16.3.8. Where Velvet suspends and/ or terminates Services according to the Law;
16.3.9. You are in breach of this Agreement;
16.3.10. You fail to keep up to date with this Agreement;
16.3.11. Any goods and Services you have purchased using your Account;
16.3.12. You act fraudulently or with gross negligence;
16.4. You are responsible for:
16.4.1. Informing us as soon as possible if a payment from your account was not authorised (if someone else made it), or if you think the security of your Payment tools has been compromised. If an unauthorised payment was made from your account, you must inform us within sixty calendar days from the payment occurring. This period extends to thirteen months if you are a Consumer as defined by the Consumer Rights Act 2015. Unless we have reasonable grounds to think you are not entitled to a refund, we will credit your account for the value of the fraudulent payment;
16.4.2. Ensuring that you keep you Payment Tools secure;
16.4.3. Compensating Velvet if your actions result in Velvet incurring losses, fines, or legal costs. Velvet is permitted to debit the funds from your Account(s). Where these funds are not sufficient to compensate Velvet for losses, fines and legal expenses, we may initiate legal proceedings;
16.4.4. Ensuring the payment of taxes (or any state duties) in your tax residency. You are solely liable for the registration/ declaration of your accounts according to the Law n your country of residence;

17.  Force Majeure

17.1. Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof.

18.  Suspension – termination

18.1. This Agreement may be terminated by either Party by giving thirty days’ notice.
18.2. If you wish to close your account, any money held on your Account will be transferred to a bank account or to an account held with another electronic payment system as indicated by you. Any applicable fees (fees for Services provided by Velvet and other unpaid amounts, including but not limited to, fines and damages incurred by Velvet due to the breach of this Agreement or other obligations committed by you, which have been imposed by international payment card organizations, other financial institutions and/or state institutions) will be deducted from your balance prior to transferring the funds. In the event of a dispute between Velvet and yourself, the funds under dispute will be retained until the dispute is resolved.
18.3. We may terminate our Services at any time in writing or electronically. We will use a notice period for this which we deem reasonable. If you ask us why we are terminating the Services, then we will inform you of the reason for termination as soon as possible. Pending Transactions can be executed upon termination. In some cases, pending Transactions may be terminated immediately, without being executed.
18.4. In deviation of the above paragraph, we may immediately terminate or suspend our Services, in whole or in part, limit your access to your Account and/or our Platform, or refuse to provide Services without any notice, in the following cases:
18.4.1. If you fail to comply, or fail to do so in a timely or adequate manner, with this Agreement, or any other Terms agreed;
18.4.2. If you fail to fulfil your obligations (in a timely manner) pursuant to a Transaction or to post (additional) collateral with Velvet;
18.4.3. If we are obligated to terminate the Services based on statutory laws or regulations or by decision of the supervisory authorities;
18.4.4. If you use our Service in a manner which violates statutory laws or regulations, or which could lead to a violation of our integrity;
18.4.5. We become aware of your death, lack of legal capacity, bankruptcy, or an insolvency;
18.4.6. The validity of the authorisation of your representative has expired or their authorisation has been cancelled and Velvet was not identified.
18.4.7. We become aware of a dispute over the operation of your Account or the ownership of funds on your Account or that an interest in your Account has been claimed by a third party;
18.4.8. We have grounds to believe that you behave in an aggressive or abusive manner towards our employees;
18.4.9. We have grounds to think that you have used or are still using corporate Accounts, while the competency of the person that represents the legal entity raises doubts;
18.4.10. If you do not accept an amendment to this Agreement or other Terms;
18.4.11. If you move your registered office or centre of your principal interests abroad;
18.4.12. If your Account has never been used, or has not been used for an extended period of time;
18.4.13. Upon the dissolution, liquidation or decision or apparent intention to dissolve or liquidate the company;
18.4.14. You file for a suspension of payments or debt restructuring;
18.4.15. Yourself, or another party, files an application for bankruptcy;
18.4.16. A suspension of payments or debt restructuring is granted;
18.4.17. You are declared bankrupt;
18.4.18. You offer an agreement outside of bankruptcy; or
18.4.19. You assign your estate.
18.4.20. In circumstances beyond the control of Velvet
18.5. You are obligated to inform us immediately if one of the abovementioned grounds for termination occurs or is expected to occur.
18.6. If one or more of the incidents mentioned above occur, or as soon as we suspect that one or more of those incidents have occurred, we may also proceed with the immediate freeze of your Velvet Account and suspend or terminate the Services, including pending Transactions.
18.7. If you are in default in the fulfilment of an obligation, we may make all our claims against you immediately payable, thus including any claims from an agreement which you are fulfilling properly.
18.8. The suspension and/ or termination of our Services does not dispense you from any responsibilities or liabilities towards Velvet which may exist.

19.  Complaints and Compensation

19.1. All formal complaints should in the first instance be made in writing to us for the attention of the Compliance Officer, at our stated address or to [email protected] Complaints will be dealt with in accordance with the processes and timescales set out in the FCA Rules and outlined in our Complaints Handling Procedure.
19.2. The Financial Services Compensation Scheme does not apply to Accounts opened with Velvet. In the unlikely event that Velvet becomes insolvent, you may lose the money held in the Account(s) you have opened with Velvet. However, we ensure that your funds are kept in a segregated bank account opened for the benefit of our Clients and that this account will not be used to keep our own funds or other parties which are not considered to be users of the Services offered by Velvet.

20.  Miscellaneous

20.1. Our appointment under this Agreement is given by you on behalf of your successors in title as well as yourself. Accordingly, if you are an individual and should die and are not one of a number of joint holders as contemplated in the previous clause, this Agreement will continue in effect until terminated by us or your personal representatives in accordance with previous sections of this agreement. We may (but prior to any grant of representation are not bound to) act on the instructions of your personal representatives.
20.2. This Agreement supersedes any previous agreement between the parties relating to the subject matter of this Agreement.
20.3. Each of the parties shall execute all deeds or documents (including any power of attorney) and do all such other things that may be required from time to time for the purpose of giving effect to this Agreement and the transactions contemplated hereby.
20.4. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.
20.5. Nothing in this Agreement (or any of the arrangements contemplated hereby) shall be deemed to create a partnership between the parties.
20.6. Each of the parties shall pay the costs and expenses incurred by it in connection with negotiating and entering into this Agreement.
20.7. No failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver thereof and no single or partial exercise of any right or remedy under this Agreement shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
20.8. You agree to pay any amount payable in respect of any transaction executed with or through us on the due date regardless of any right of equity, set-off or counterclaim which you may have or allege against any of us or any Associate of ours or other person connected with us.
20.9. If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected thereby.
20.10. Velvet’s liability shall only be limited as permitted by the Law.
20.11. To the extent that you are deemed to be a consumer as defined by the Consumer Rights Act 2015, this Agreement will not affect your rights and will only apply to the extent permitted by law.
20.12. This Agreement shall be governed by and construed in accordance with English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English courts.
20.13. All communications and any agreement between you and us under this Agreement, information, notices, requests and documents published on our website will be in the English language.
20.14. By providing us with your email address, you consent and agree to all information, notices and requests we are required to provide you will be provided to you electronically by email.