1. INTRODUCTION

A. The Customer, (“Customer”), requires Payment Services, (“Payment Services”), which shall mean:

i. Settlement bank account to pre-fund a transaction;

ii. IGsend to upload and process a transaction;

iii. Customer support as telephone and/or online and account management;

B. The Customer completed a Subscription Order, (“Subscription Order”), to commence with Payment Services, which shall mean:

i. Customer billing details

ii. Customer due diligence

iii. the Direct Debit Mandate, (“Direct Debit Mandate”)

iv. acceptance of the Terms and Conditions (“Terms and Conditions”).

C. Income Group, (“Income Group”), is regulated by the Financial Conduct Authority, with reference number: 809483, as an authorised payments institution in the United Kingdom and is approved to provide Payment Services.

D. Income Group will provide the Payment Services to the Customer, pursuant to the Terms and Conditions.

E. In consideration of the provision of the Payment Services, the Customer shall pay Fees, (“Fees”), to Income Group.

2. TERM

2.1. This Payment Services shall commence on the start date, displayed in the Subscription Order and the Customer shall contact Income Group to connect to the Payment Service.

2.2. Unless terminated in accordance with clause 4, the Payment Services shall continue until terminated.

3. FEES

3.1. The Customer shall pay all Fees in accordance with the Subscription Order, the Direct Debit Mandate and the Terms and Conditions.

3.2. The Fees payable to Income Group, which are detailed in the Subscription Order, includes a specified number of transactions per month. In the event that the Customer exceeds the number of transactions detailed in the Subscription Order, the additional transaction will be charged at £0.65 + VAT and will be collected in accordance with the Direct Debit Mandate.

3.3. Without prejudice to any other right or remedy that Income Group may have, if the Customer fails to pay Income Group, Income Group may, at its absolute discretion suspend the Payment Services until payment has been received in full.

3.4. All Fees payable to Income Group shall become due immediately on termination of the Payment Services, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Terms and Conditions.

4. TERMINATION

4.1. Without prejudice to any rights that have accrued under the Terms and Conditions or any of its rights or remedies the Customer may terminate Payment Services on giving three months written notice to Income Group.

4.2. Without prejudice to any rights that have accrued under the Terms and Conditions or any of its rights or remedies Income Group may suspend the provision of the Payment Services or terminate Payment Services with immediate effect to the Customer if:

4.2.1. in Income Group’s reasonable opinion, suspension or termination is necessary to ensure Income Group continues to meet or ensure compliance with any Applicable Law (“Applicable Laws”), Applicable Law means any law, enactment order, regulation, regulatory policy, guidelines, industry code, rule or requirement of any regulatory body or similar which applies from time to time to or in connection with the subject matter of the Terms and Conditions, or in the event that the Customer has been or is in breach of any material Applicable Law; or

4.2.2. in Income Group’s reasonable opinion, the security or integrity of the Payment Services (or any of them) or any other services offered by, or systems used by Income Group has been, or may be, compromised or is otherwise at risk; or

4.2.3. Income Group has reasonable grounds for suspecting the Payment Services it provides to the Customer pursuant to the Terms and Conditions are being used in connection with any criminal activity or the proceeds of any such activity; or

4.2.4. the other party commits a material breach of any term of the Terms and Conditions (if such breach is remediable) fails to remedy that breach within a period of 10 business days after being notified in writing to do so;

4.2.5. the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

4.2.6. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

4.2.7. a petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

4.2.8. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed, over the other party;

4.2.9. the holder of a qualifying floating charge over any of the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

4.2.10. a person becomes entitled to appoint a receiver over any of the assets of the other party or a receiver is appointed over any of the assets of the other party;

4.2.11. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied

or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

4.2.12. the other party suspends or ceases, or threatens to suspend or

4.2.13. cease, carrying on all or a substantial part of its business.

4.3. Without prejudice to any rights that have accrued under the Terms and Conditions or any of its rights or remedies Income Group may terminate Payment Services on giving three months written notice to the Customer if:

4.3.1. in the reasonable opinion of Income Group, changes occur in circumstances which impact the viability of Income Group to conduct business relating to the supply of Payment Services.

5. INCOME GROUP OBLIGATIONS

5.1. Income Group shall provide the Payment Services to the Customer in accordance with the Terms and Conditions.

5.2. Income Group reserves the right to increase or upgrade all or any element of the Payment Service, and will use reasonable endeavours to carry out any such upgrades in such a way as to minimise the adverse impact on the Customer.

5.3. Income Group shall take all reasonable actions necessary at any time to preserve the security and reliable operation of the Payment Services.

5.4. Income Group use an independent third party for KYC and AML verification. Income Group may suspend provision of the Payment Services if;

5.4.1. where the Customer has not performed, or Income Group has reason to believe the Customer has not performed, due diligence on any such transaction that Income Group at its discretion believes is satisfactory; and/ or

5.4.2. it is not within the ordinary nature of the Customer’s business or would not fall within financial thresholds of Income Group’s transaction monitoring system; and/or

5.4.3. in its reasonable discretion, considers it prudent to take steps in relation to payment instructions for the purposes of compliance with the Applicable Law.

5.5. Income Group shall not be obliged to process transactions if the Customer’s settlement bank account is not pre-funded to a Sufficient Level (“Sufficient Level”). For the purposes of this clause 5.5, Sufficient Level shall mean an amount required to ensure all transactions can be processed.

5.6. No interest is payable on the credit balance of the Customer’s settlement bank account provided by Income Group in connection with the Payment Services.

5.7. Income Group may use the Customer’s name and any associated trade marks for the purpose of identifying the Customer as a client on Income Group’s promotional materials including website. Income Group shall use reasonable endeavours to ensure that any usage does not compromise the goodwill, public image or reputation of the Customer’s name or trademarks.

6. CUSTOMER OBLIGATIONS

6.1. The Customer shall: 6.1.1. comply with, all reasonable instructions given and required by Income Group to enable Income Group to provide the Payment Services;

6.1.2. undertake all ongoing due diligence requirements and activities on the frequency reasonably requested by Income Group;

6.1.3. comply with all Applicable Laws and maintain all necessary licences, permits, authorisations and consents in connection with receipt of the Payment Services;

6.1.4. use reasonable endeavours to advise Income Group in advance of any known or expected significant increases in Payment Services usage or volumes;

6.1.5. promptly advise Income Group of any changes in key named personnel who have access to the Payment Services;

6.1.6. ensure that it and its employees, and shall use all best endeavours to ensure its customers or any authorised third parties, shall not commit or assist any fraud, security breach or abuse or make any fraudulent use of the Payment Services which may include:

6.1.6.1. any illegal or unlawful activity;

6.1.6.2. the collection, development or distribution of malicious code;

6.1.1.1. hacking, cracking, malicious computer crime or fraud, or to attempt unauthorised breach or attack on any computer systems;

6.1.1.2. the circumvention of copy-protection mechanisms;

6.1.1.3. using any of the Payment Services in such a manner as to unreasonably interfere with the use of or access to the Payment Services or other services of a similar or related nature by any other customer or authorised person;

6.1.1.4. fraudulent payments or receipts and/or money laundering;

6.1.1.5. attempting to disrupt, reverse-engineer or otherwise alter any of the Payment Services;

6.1.1.6. assisting or allowing any third person to do any of the foregoing.

6.1.1.7. not do or permit anything to be done which will compromise or affect or jeopardise the security of the Payment Services.

7. COMPLAINTS PROCEDURE

7.1. Income Group believe the Customer has the right to a fair, swift and courteous service at all times. Should the Customer feel that Income Group has not provided the level of service the Customer would expect from Income Group and wish to make a complaint, please contact Income Group by emailing operations@incomegroup.co.uk

7.2. Income Group will acknowledge the Customer complaint within 2 business days.

7.3. Income Group will investigate the Customer complaint and endeavour to send a final response to the Customer within 15 business days of receipt of the Customer complaint. If Income Group are unable to provide the Customer with a final response within this time Income Group will provide the Customer an update.

7.4. If more than 35 business days from the date of the Customer complaint has past and the Customer hasn’t received a final response, or the Customer is dissatisfied with the final response received (at any stage of the process), the Customer may be eligible to refer the complaint to the Financial Ombudsman Service at:

Website: www.financial-ombudsman.org.uk

7.5. The Customer must refer the complaint to the Financial Ombudsman within 6 months of the date on the final response.

8. LIABILITY AND LIMITATIONS

8.1. Aggregate liability of Income Group under the Terms and Conditions to the Customer for all losses, claims, damages, costs or expenses arising out of or in connection with the terms and Conditions in any circumstances, whether in contract, tort (including for negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), Default or otherwise:

8.1.1. in the period following the Payment Services start date, shall not exceed £500 in any 12-month period, limited by fees paid if any during the previous 12 months period

8.2. Neither party shall be liable to the other party for the following loss or damage however caused and even if foreseeable to the extent arising from any:

8.2.1. special, indirect, or consequential costs, damages, charges or expenses of any nature;

8.2.2. loss of profits;

8.2.3. loss of business, contract or goods;

8.2.4. loss of revenue;

8.2.5. loss of use;

8.2.6. loss or depletion of goodwill or similar losses; or

8.2.7. loss of anticipated savings, in any way whatsoever, even if a party has advised the other party of the possibility of such losses, costs, damages, charges or expenses.

9. FORCE MAJEURE

9.1. Neither party shall have any liability to the other under the Terms and Conditions if it is prevented from, or delayed in, performing its obligations under the Terms and Conditions, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes, including any industrial disputes involving the workforce of Income Group, act of God, war, riot, civil commotion, compliance with any Applicable Law, fire, flood or storm, pandemic, the unavailability of systems and networks, each a Force Majeure Event (“Force Majeure Event”), provided that:

9.1.1. the other party is notified of such an event and its expected duration; and

9.1.2. it uses all reasonable endeavours to mitigate, overcome or minimise the effects of the Force Majeure Event concerned, and that if the period of delay or non-performance continues for 60 days or more, the party not affected may terminate the Payment Services by giving not less than 10 business days’ written notice to the other party.

9.2. Income Group shall have in place an appropriate disaster recovery plan to ensure that it is able to comply with its obligations under the Terms and Conditions and shall maintain, update and test such disaster recovery plan. Any such plan will be kept up to date and Income Group will amend it from time to time at Income Group’s absolute discretion.

10. WAIVER

10.1. No failure or delay by a party to exercise any right or remedy provided under the Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11. SEVERANCE

If any provision or part-provision of the Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms and Conditions.

11.1. If one party gives notice to the other of the possibility that any provision or part-provision of the Terms and Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

12. ENTIRE AGREEMENT AND VARIATION

12.1. The Terms and Conditions constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.

12.2. Each party acknowledges that in entering into the Terms and Conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty, whether made innocently or negligently, that is not set out in the Terms and Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms and Conditions.

12.3. No variation of the Terms and Conditions shall be effective unless it is in writing and signed by the parties or their authorised representatives.

13. RIGHTS AND REMEDIES

13.1. Except as expressly provided elsewhere in the Terms and Conditions, no one other than a party to the Terms and Conditions, its successors and permitted assignees, shall have any right to enforce any of its terms.

13.2 Except as expressly provided in the Terms and Conditions, the rights and remedies provided under the Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

14. NOTICES

14.1. Any notice or other communication required to be given to a party under or in connection with the Terms and Conditions shall be in writing and shall be delivered by hand or by pre-paid first class post or other next business day delivery service at its registered office.

14.2. Any notice or communication shall be deemed to have been received:

14.2.1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

14.2.2. if sent by pre-paid first-class post or other next business day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service;

14.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

15. GOVERNING LAW AND JURISDICTION

15.1. The Terms and Conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the law of England.

15.2. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Terms and Conditions or its subject matter or formation, including non-contractual disputes or claims.