United KingdomRegion Specific Terms

Effective from February 7, 2021

1. Supplement to Neat Master Terms  

1.1 Supplement. These Region Specific Terms for Neat Global Limited (the “UK Terms”) supplement the Neat Master Terms relating use of the Neat Services.  These UK Terms, together with the Neat Master Terms govern the use of Neat Services by you and your Business Admin (as applicable), where you are a Neat UK Customer.  Unless otherwise defined in these UK Terms, all capitalised terms have the meaning given in the Neat Master Terms. 

1.2. Effect. You agree that these UK Terms supplement the Neat Master Terms and the terms set out in these UK Terms will have immediate effect.  Except as specifically set out below in these UK Terms, the Neat Master Terms remain unmodified and in full force and effect.

1.3. Conflict of terms.  These UK Terms will prevail over the Neat Master Terms to the extent there is any inconsistency or conflict between them.  Please read these UK Terms and the Neat Master Terms carefully and ensure that you understand the content and how this applies to you and the operation of your Neat Account. 

1.4. Consistent references.  For ease of reference, the same headings and titles of the sections in these UK Terms follow the same headings and titles of the clauses of the Neat Master Terms which are being amended, to the extent that it amends an existing clause. 

2. Scope of the UK Terms

2.1. Neat UK Customers. These UK Terms apply to the Neat Services offered to you, a Neat UK Customer.  These UK Terms are legally binding on you and your Business Admins (as applicable). You are responsible for ensuring that you and each of your Business Admin read and understand these UK Terms.

2.2. Contracting entity. The Neat Services offered to you by Neat Global Limited (Neat UK), which is a company incorporated in the United Kingdom with company number 11986033 and whose registered office is at WeWork, 70 Wilson Street, London, EC2A 2DB, United Kingdom. Neat UK is registered with the FCA as an Electronic Money Directive Agent (EMD Agent) (Reference Number: 902145) under the Electronic Money Regulations 2011 of PayrNet.  PayrNet, an Electronic Money Institution (EMI) (Reference Number: 900594) authorised by the FCA under the Electronic Money Regulations 2011 for the issuing of E-Money. 

2.3. We are not a bank.  Using Neat Services is not the same as depositing funds and making transfers to and from a bank account and your funds are not covered by the UK Financial Services Compensation Scheme. Your funds will be held in one or more segregated bank accounts with PayrNet’s banking partners, separately from our and PayrNet’s own funds.

2.4. Corporate Opt-out.  Subject to Clause 2.5 (Micro-enterprise), you agree if you are a corporate customer, the following sections of PSR shall not apply to these UK Terms: 

2.4.1. Part 6 – articles 40 to 62 inclusive (Information Requirements for Payment Services); 

2.4.2. Part 7 – articles 66(1) (charges), 67(3) and (4) (withdrawal of consent), 75 (evidence on authentication and execution), 77 (payer or payee’s liability for unauthorised transactions), 79 (refunds), 80 (requests for refunds), 83 (revocation of a payment order), 91 (defective execution of payer-initiated transactions), 92 (defective execution of payee-initiated transactions) and 94 (liability for charges and interest); and

2.4.3. a different time period shall apply for the purposes of article 74(1) as set out in the Neat Master Terms.

2.5. Micro-enterprise. If you are a Micro-enterprise all these UK Terms apply to you, as specified. 

3. Services

3.1. Neat Services. The Basic Services are provided to you as described in the Schedules to the Neat Master Terms, as amended and supplemented by Schedule 1 (Collection Services) and Schedule 2 (Payment Services) in these  UK Terms.

3.2. E-Money.  Our Neat Services include you being able to use your Neat Services to make E-Money transactions. The E-Money is issued by PayrNet, and we provide the technology for you to access and spend your E-Money through the Neat Services in accordance with these UK Terms and the Neat Master Terms.

3.3. Unauthorised or incorrect transactions. If you do not notify us of any unauthorised or incorrectly initiated or executed transactions or transactions which have not been executed or were executed late or of certain charges and interest you are liable to pay as a result of such transactions without undue delay and at the latest within the following timescales from the debit date of the transaction, you will not be entitled to have the matter corrected or money refunded:

3.3.1. for Micro enterprises, within 13 (thirteen) months of the debit date of the transaction; and

3.3.2. for other customers, within sixty (60) days.

3.4. Where there is an unauthorised payment. With the support of PayrNet, we will refund you, where money belonging to you has been paid to someone else, without your authorisation. However, this is subject to the provisions of Clause 3.3 (Unauthorised or incorrect transactions) above, and in addition, there are circumstances in which we will not be obliged to refund you, or where the amount we have to refund is less than the full amount of the payment. The following rules will apply in deciding whether you are entitled to a refund (and if so, for how much):

3.4.1. if you have acted fraudulently, you will have no right to a refund in any circumstances;

3.4.2. if you have intentionally or with gross negligence compromised the security of the Neat Services or your Neat Account, or failed to keep the details you use to access the Neat Dashboard secure, you will be liable for all losses arising up to the time you notify us of the loss, theft or misuse of your details. “Gross negligence” means that something you have done or not done is very obviously wrong or careless. There may be special circumstances where you will not be liable (or not fully liable), even if you have acted intentionally or with gross negligence. If this is the case, we will tell you;

3.4.3. unless one of the rules above applies, if the unauthorised payment was caused by the loss, theft or misuse of the details used by you to access the Neat Dashboard, your Neat Account or the Neat Services, you will be liable for up to £35 of any loss (unless you notified us of the loss, theft or misuse of your details before the loss occurred).

3.5. Where a payment has not been made, or has been made incorrectly or late.    Subject to the provisions of Clause 3.3 (Unauthorised or incorrect transactions) above, we will refund you where you have made a Payment request and we did not comply with it, or we sent it to the wrong account, or we did not send it within the timescales set out in Schedule 2. However, we will not be obliged to refund you in any of the following circumstances:

3.5.1. if we processed the payment on time and in accordance with your request. If you gave us incorrect payment details, or you want to recover the funds for some other reason, we will make reasonable efforts to recover the funds. We may charge a reasonable fee, reflective of our efforts, for doing this. If we are unable to recover the funds, and if you give us a written request for details, we will ask the payee’s account provider to give us details of the payee and we will pass these details to you;

3.5.2. if the payment was made to an account outside of the European Economic Area;

3.5.3. if we can show that the payee’s account provider received the correct payment on time;

3.5.4. if we had reasonable grounds to delay processing your request under the PSR; or

3.5.5. if it was not possible for us to process your request, due to circumstances beyond our reasonable control as explained in the Neat Master Terms under the heading ‘Force Majeure’.

3.6. Right to refuse.  Our right to refuse to make a Payment is subject to the PSR.   We may refuse to make your Payment because we have reasonable grounds to believe the payment is unauthorised or fraudulent, or that has been a breach of security affecting the Payment. In these circumstances, we shall promptly notify you, stating wherever possible the reasons for our refusal, and the procedure for rectifying any payment detail errors that led to the refusal but we reserve the right to charge you a fee to cover our reasonable costs for doing this. We are not obliged to notify you of our refusal to execute the proposed transaction where we reasonably believe that such a notification would be unlawful.

 

4. Suspending or Ending your Neat Services

4.1. Your notice period.  You may terminate your Neat Services at any time, by giving us one (1) month’s notice, unless otherwise required by Applicable Laws.  Termination will not affect any rights or obligations that accrued before termination.

4.2. Neat notice period. We may terminate our Neat Services to you at any time, by giving you two (2) months’ notice, unless otherwise required by Applicable Laws. Termination will not affect any rights or obligations that accrued before termination.

4.3. Withdrawal of funds.  You will have six (6) years from termination of our Neat Services to transfer any remaining balance to another account.

4.4. Where otherwise not specified in these UK Terms, suspension or ending your services will be made pursuant to the Neat Master Terms.

5. Fees

5.1. Fees. Where applicable, you must pay us all applicable UK Fees before the due date, as set out on our pricing page

6. Data

6.1. Privacy Policy.  We will process your personal data in accordance with our Privacy Policy and specifically the applicable Data Protection Legislation. 

6.2. Personal Data.  The parties acknowledge and agree that they each act as independent data controllers in relation to the personal data they process in the performance of these UK Terms. Each party agrees to comply with its respective obligations under applicable Data Protection Legislation.

7. Other legal bits

7.1. Governing law and jurisdiction. These UK Terms and the Neat Master Terms (to the extent that they relate to you)  (including non-contractual disputes or claims) shall be governed by laws of England and Wales and subject to the exclusive jurisdiction of the English courts. 

7.2. Language.  The language of the UK Terms and the Neat Master Terms is English, and all services, instructions and transactions carried out in connection with it will be in English.

7.3. Disputes. We take all complaints seriously. Any complaints about Neat UK or the Neat Services we provide should be addressed to the chat function on the Website or via the email provided on the Website. You should clearly indicate that the customer wishes to make a complaint to Neat UK so that we are able to clearly distinguish between complaints from queries. Neat complaints procedures are available on our website and set out the process for submitting and resolving any complaints. You may request a copy of our complaints procedure at any time by contacting customer services via the chat function.

7.4. If we do not resolve your complaint to your satisfaction, you may be able to make a complaint yourself, free of charge to the Financial Ombudsman Service. You can also obtain help from the Financial Ombudsman Service, or organisations like Citizens Advice free of charge.

7.5. No third party benefit. Nothing in these UK Terms confers or is intended to confer a benefit enforceable by a person who is not a party to it and  no term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to these UK Terms.  

8. Amending these Terms

8.1. Immediate amendments. If we add a new product or service that does not change the terms for your use of our Neat Services, add extra functionality to your existing Neat Services, reduce Fees, are required to make an amendment to comply with Applicable Laws or or any other amendment which neither reduces the your rights nor increases your responsibilities, we may update these UK Terms effective immediately, without any prior notice.  We will update a copy of these UK Terms on our Website, with the date of the last update indicated at the top.  You should check our Website regularly to make sure you are familiar with any updates.

8.2. Amendments with notice. We reserve the right to amend these UK Terms by giving you no less than two (2) months’ prior written notice.  We will post the amended Terms in the relevant section of the Website and provide you with notice of any material changes via email or the Neat Dashboard. Such amendments will become effective on the date specified in the notice and an amendment will not affect any legal rights or obligations which may have already arisen prior to the date specified in the notice.  Amendments will be deemed to be accepted by you, where you do not, before the proposed date of entry into force of the amendments, notify us of the contrary.  If you do notify us of the contrary your notification will be deemed to be a notice that you wish to close your Neat Account and terminate these UK Terms on the date on which the changes are to take effect. 

8.3. Where otherwise not specified in these UK Terms, amendments will be made pursuant to the Neat Master Terms. 

9. Definitions

“Data Protection Legislation” means applicable privacy and data protection laws including the General Data Protection Regulation (EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426). 

“E-Money” means electronically stored monetary value as represented by a claim against PayrNet, issued to you by PayrNet and distributed by us.

“FCA” means the Financial Conduct Authority.

“Micro-enterprise” means an enterprise which employs fewer than 10 persons (full time or equivalent) and whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million or the sterling equivalent or as defined in the PSR from time to time.

“Neat UK Customer” and “you” and “your” means a company that is established in the United Kingdom and such other jurisdictions as set forth in the column headed “Jurisdiction” in Schedule 1 of the Neat Master Terms and that accepts these UK Terms.   

“Neat Master Terms” means the  Master Terms set out on our Website, as amended by us from time to time. 

“PayrNet” means PayrNet Limited, a company incorporated in England and Wales with company number 09883437 and whose registered office is at Kemp House, 152 City Road, London EC1, United Kingdom, which issues your E-Money.

“PSR” means the Payment Services Regulation 2017, UK Statutory Instrument 2017 No.752, as amended from time to time. 

“Regulations” means the Electronic Money Regulations 2011,UK Statutory instrument 2011 No.99, as amended from time to time. 

“UK” means the United Kingdom.

Schedule 1 – Collection Services – Neat Multi-currency Wallet

    1. Source of funds.  You can add E-Money to your Neat Multi-currency Wallet by a top-up from another account owned by you or a third party sender.  
    2. Collection limits. We will enable the collection of funds through PayrNet, which will hold your funds in one or more underlying bank accounts with its third party banking providers.
    3. Safeguarding. Your funds are held through PayrNet and safeguarded in accordance with the Electronic Money Regulation 2011 and any other relevant Applicable Laws. .

Schedule 2 – Payment Services

  1. Making a request to make a Payment. When you submit a request to make a Payment in accordance with the Neat Master Terms, you are consenting to us making the Payment and authorising us to make the Payment pursuant to the PSR. You may not cancel a request to make a Payment once we have received it.  Your Payment request will be treated as being received by us once you submit it to us using the Neat Dashboard.  Your request to make a Payment will be deemed to be received at the time at which it is received except that: 

a. where the request is received on a day which is not a Business Day or is received after 4 pm, London time on a Business Day, we may treat your request as having been received on the next Business Day; and 

b. if a Payment is to be made on a day in the future your request will be deemed to be received on the day stated for the making of that Payment or, if that day is not a Business Day, on the Business Day immediately following that date. 

2. Time for delivery of proceeds of Payment.  Where your request to make a Payment is compliant with these UK Terms and the Neat Master Terms and subject to our right to refuse to make the Payment, we shall ensure that the amount of the Payment is credited to the payee’s payment service provider’s account:

a. for accounts in GBP in the United Kingdom, within one Business Day; 

b. for Payments in euro to an account in the European Economic Area, within one Business Day; and

c. for Payments in a non-Euro currency to an account in the European Economic Area, four (4) Business Days. 

The timing of other Payments will depend upon the currency and payee account – please contact us for details. 

3. Details to be set out in the Payment request. Your request to make a Payment must confirm:

a. the amount and currency of the money you wish to send pursuant to each Payment;

b. the details of each payee which are to be the subject of each Payment, including the following: 

i. full name and address of the payee; and

ii. the account details of the payee’s account which shall be: 

        1. the sort code and account number or the IBAN where the payee’s payment service provider is located within the United Kingdom; or 
        2. the IBAN where the payee’s payment service provider is located outside the UK; or 
        3. such other details that we request from you.

4. Obligation to repay. You cannot have a negative balance in your Neat Multi-currency Wallet.  If any transactions or charges (including any chargeback, reversal of a transaction, or deduction of fees) take your balance below zero, you must immediately repay the amount owing to us, without requiring notice from us to do so, to at least a zero balance. If you do not, we may suspend use of some or all of your Neat Services we provide to you. We may also take reasonable steps to recover any amount owing to us (such as taking legal action or using debt collection services) and charge you for the cost of these services.