General Terms and Conditions

These General Terms and Conditions (the “GTC” or “Terms”) govern the overall relationship between PayFuture and the Client and apply to all Services provided by PayFuture to the Client. Certain Services may be subject to additional or service-specific Special Terms and Conditions (“Special Terms”), including the Service Level Agreement (“SLA”) for cross-border payments and IBAN solutions, which, together with these Terms, the Fee Schedule, Privacy Policy, and any other documents expressly incorporated by reference, constitute the legally binding agreement between the Client and PayFuture (the “Agreement”). In the event of any conflict between these Terms and the applicable Special Terms, the Special Terms shall prevail in relation to the relevant Service. 

1. Definitions and Interpretation 

1.1. PayFuture means PAYFUTURE FS MT LTD., C 107340, licensed by the Malta Financial Services Authority (the MFSA) as a financial institution for EMoney and Payment Services, https://www.mfsa.mt/financial-services-register. Registered Office Address: Q2, Level 01, Unit 02, Quad Central, Central Business District, Triq L-Esportaturi. Birkirkara, CBD 1040, Malta. 

1.2. Further definitions applicable to these Terms are provided in Schedule 1. 

1.3. Clause headings in these Terms are for convenience only and are not relevant in the interpretation of the Terms. Unless the context otherwise requires, any reference to the singular shall include the plural and vice versa, the use of the masculine pronoun shall include the feminine, the use of the neutral pronoun shall include the masculine or the feminine as the case may be and any reference to any statute, law or regulation having the force of law or any section thereof includes reference to any modification thereto or re-enactment of such statute, law or regulation having the force of law for the time being in force. 

1.4. The SLA which specifies service levels and performance standards for particular Services, is an integral part of this Agreement. In the event of any conflict between these GTCs and the SLA, the provisions of the SLA shall prevail in relation to the specific service levels and performance standards outlined therein. 

2. The PayFuture Client Account and Wallet 

2.1. To access the Services, the Client must register for and open a PayFuture client account which is a personalised digital profile on PayFuture’s systems through which the Client can then access the Services (the “PayFuture Client Account”). 

2.2. Through the PayFuture Client Account the Client has the facility to manage e-money wallet (the “Wallet”) and effect Payment Transactions and currency conversions (solely in relation to a Payment Transaction or the issuance of e-money), view their transaction history, update their personal information, set up notifications, and manage their PayFuture Client Account settings. 

2.3. The Client should check the PayFuture Client Account regularly and in the unlikely event that the Client notices any irregularities, the Client must contact PayFuture as indicated herein as soon as possible. PayFuture shall not be liable for any loss or damage arising out of the Client’s failure to check the correspondence that PayFuture sends to the Client. 

2.4. The PayFuture Client Account and the Wallet shall not provide the Client the facility to: 

a) effect any currency conversion which is not in pursuance of a Payment Transaction or the issuance of e-money; and 

b) obtain credit facilities or loans of any nature. 

3. Client Onboarding and Changes in Provided Information 

3.1. PayFuture is required under Applicable Laws to carry out Client due diligence, including conducting screenings and background checks on the Client both prior to and following the opening of the PayFuture Client Account. 

Such checks may include, but are not limited to, screening against applicable Sanctions Lists, identification of Politically Exposed Persons (PEPs), and verification of the Client’s identity, beneficial ownership, source of funds. 3.2. To open a PayFuture Client Account, the Client must provide the information and documentation in the form requested by PayFuture. The Client must ensure that this information (and where applicable the documentation) is true, accurate, complete and not misleading. 

3.3. Subject to Applicable Laws, PayFuture may request additional information or documentation from the Client at any time following the completion of the onboarding process. The Client is responsible for ensuring that all information and documentation provided to PayFuture is true, accurate, complete, and not misleading. The Client shall be liable for any loss, damage, or expense suffered by PayFuture as a result of any inaccurate, false, incomplete, or misleading information or documentation provided, to the extent permitted under Applicable Laws. 

3.4. Failure to provide such information or documentation may: 

3.4.1. delay the Client’s access to the Services; or 

3.4.2. to the extent allowed under the Applicable Laws, result in the suspension or closure of the PayFuture Client Account. 

3.5. PayFuture shall assign a virtual IBAN to the Client following a successful onboarding process. 3.6. The Client must immediately notify PayFuture in writing of any change in its legal or corporate structure, including but not limited to: 

(a) a change of control; 

(b) a change in its business activities or scope of operations; 

(c) a change of legal name or trade name; 

(d) any change in its beneficial owners; 

(e) changes to the composition of its board of directors or equivalent governing body; or 

(f) changes to its authorised signatories. 

3.7. Failure to notify PayFuture of such changes may result in the suspension or termination of Services, in accordance with these Terms. 

3.8. PayFuture reserves the right to reassess the Client’s eligibility to use the Services and may suspend or terminate the Services if the changes materially affect the Client’s risk profile or regulatory compliance. 

4. The Wallet 

4.1. The Wallet is an electronic money account and allows the Client to hold, send or receive electronic money in the currencies that PayFuture supports and as selected by the Client from the currencies that PayFuture makes available from time to time. The electronic money which is held in the Wallet does not earn any interest. The Wallet is not a regulated bank account and while the funds are not covered by the depositor compensation scheme applicable in Malta, PayFuture shall safeguard funds which have been received from the Client in exchange for electronic money that has been issued by PayFuture, or for funds received for the execution of a Payment Transaction, in accordance with the Applicable Laws. 

4.2. All funds held in the Wallet do not constitute a deposit and PayFuture shall not grant any benefit related to the length of time during which the Client holds funds in the Wallet. 

4.3. To hold a balance of funds on the Wallet, the Client must send funds to PayFuture via the payment methods approved by PayFuture, so that funds are credited to the Wallet (i.e. e- money is issued by PayFuture). For the purposes of an upload transaction through a payment method, PayFuture shall be deemed to be an electronic money issuer issuing electronic money in exchange for the funds received by the Client and will not be acting as a Payment Service Provider when receiving such funds. No cash or cheque deposits will be supported by PayFuture. 

4.4. Fees may apply when adding money to the Wallet. These fees are made available in the Fee Schedule sent to the Client or published on PayFuture website. If the Client makes use of a card or bank account that is in one currency to add money to the account in another currency, fees may also be applicable. 

4.5. The Client may request the redemption of all or part of the funds held in the Wallet at any time. Redemption shall be made to a payment account in the Client’s name, subject to applicable verification and security checks. Once the redeemed funds are transmitted to the Client’s designated payment service provider, PayFuture shall not be liable for any delay, failure, or error in the processing of the funds by that provider. 

4.6. E-money may be redeemed from the Client’s Wallet through: 

a. A transfer of funds initiated by the Client from the PayFuture Client Account to a third-party financial institution which whom the Client would have another account; or 

b. The issuance of a payment order by the Client from the PayFuture Client Account to a third party. 4.7. PayFuture may decline a redemption request if the Client has any outstanding identity verification or due diligence documentation request on the PayFuture Client Account or for any reason as set out in clause 5.13. 4.8. PayFuture shall apply specific and industry-based daily limits to all Wallets. Payment limits can be modified by the Client on the PayFuture Client Account. The Client accepts that any increase in daily limits carry an inherent exposure to the risk of suffering material financial Losses in the case of a fraud or phishing attacks on the PayFuture Client Account. Therefore, the Client assumes full responsibility when increasing the standard limits on their Wallets. 4.9. The Wallet may be subject to limits related to uploads, payments and other limits, depending on the Client’s country of residence, regulatory requirements, any pending verification queries related to the Wallets and other factors used by us to determine such limits from time to time as notified by PayFuture over the PayFuture Client Account. 4.10. To the extent that PayFuture suspects that funds may be unlawful or might be associated with financial crime and/or fraud and/or sanctions regime, or when PayFuture has received instructions from any regulatory authority, PayFuture shall have the right to delay, decline or reverse, refuse, freeze, block, any Payment Instruction, or suspend the use or freeze the PayFuture Client Account or the Wallet whereupon PayFuture will not be liable to the Client in such circumstances for any Losses howsoever caused. PayFuture is precluded from informing the Client of its actions under the Applicable Laws. 

4.11. PayFuture will not be under any obligation to issue e-money in the Wallet or to remit funds as set out in the Payment Instruction until the Client has paid for the Payment Transaction in full or the Wallet has enough funds for the purposes of the Payment Transaction. 

5. Payment Transactions 

5.1. The Client may be able to effect Payment Transactions through the Wallet by instructing PayFuture to make a payment by means of a Payment Instruction. 

5.2. PayFuture will consider that the Client gave consent and authorised the execution of a Payment Transaction when the Payment Instruction is submitted over the PayFuture Client Account. The Client provides this authorisation by filling in the required details when prompted on the PayFuture Client Account. The Client will be required to authenticate the Payment Instruction using multi-factor authentication in order to provide consent to execute a Payment Instruction in line with all regulatory requirements under the Applicable Law. In the absence of such consent the Payment Instruction shall be considered unauthorised, and the Payment Transaction shall not be executed. 

5.3. Other than with the prior written consent of PayFuture, where the Client wishes to amend or cancel a Payment Instruction which you the Client have asked PayFuture to make on a future date, it may only do so prior to the end of the Business Day preceding the Payment Instruction. Otherwise, PayFuture is unable to cancel or change any Payment Instructions in respect of a same day payment because PayFuture will process it once it is received. Subject to the Applicable Laws, the Client agrees to fully indemnify, defend, and hold PayFuture and its representatives harmless from and against any and all costs reasonably incurred as a result of any such amendment or cancellation. 

5.4. After having received the appropriate Payment Instruction from the Client in the prescribed format, PayFuture shall endeavour to transmit electronically to the Client a notification which will set out the details of the payment which PayFuture intends to make including: 

a. the name and account details of the Payee, 

b. the amount of the Payment Transaction, 

c. a reference number enabling the Client to identify the Payment Transaction, 

d. any applicable charges and breakdown thereof when applicable, 

e. any exchange rates used and the amount of the payment after any currency conversion. 

5.5. The Client may, at any time, request PayFuture to provide on an individual Payment Instruction, the maximum execution time it will take for the funds to be made available to the Payee. Any failure by PayFuture to issue a payment notification to the Client does not mean the Payment Transaction has not been executed. 

5.6. Payment notifications are sent by email to the last known email address, given by the Client to PayFuture from time to time. It is the duty of the Client to ensure that PayFuture has up-to-date contact information. 5.7. After the amount of a Payment Transaction is debited from or received in the Wallet, PayFuture will provide the Client with the following information (as applicable): 

a. the amount of the Payment Transaction, 

b. a reference number enabling the Client to identify the Payment Transaction, 

c. any applicable charges and breakdown thereof when applicable, 

d. any exchange rates used and the amount of the payment after any currency conversion); 

e. the debit value date or the date of receipt of the Payment Instruction. 

5.8. PayFuture shall not charge the Client for the fulfilment of its information obligations or corrective and preventive measures except in the cases specifically provided for in Special Terms or as otherwise provided in terms of CBM 1. 

5.9. Subject to these Terms, PayFuture will use due and reasonable skill, care and diligence to execute the Payment Transactions and credit funds to the Payee’ payment service provider. 

5.10. Execution times of Payment Transactions shall be as follows: 

a) Payment Transactions in euro to Payees within the EEA shall be made available to the Payee’s payment service provider no later than the end of the Business Day following the day on which PayFuture receives a valid Payment Instruction in accordance with these Terms; 

b) Payment Transactions in other EEA currencies to Payees within the EEA shall be made available to the Payee’s payment service provider no later than the end of the fourth Business Day following receipt of a valid Payment Instruction by PayFuture; 

c) The execution times set out above do not apply to Payment Transactions denominated in non-EEA currencies or to Payees located outside the EEA. Execution times for such transactions may vary and will be communicated to the Client upon request or as otherwise specified. 

5.11. There may be further delays in the Payee receiving the funds depending on matters such as the Payee’s payment service provider’s opening hours as well as them fulfilling their own due diligence obligations and/or checks. 5.12. Where the Client requests information about the execution of a Payment Transaction, PayFuture will take steps to trace the payment and will notify the Client of the outcome. 

5.13. To the extent allowed at law, and without prejudice to other provisions in GTC, PayFuture reserves the right to reject a Payment Instruction or the right to reject and return incoming Payment Transactions, suspend and/or terminate the Services and/or reject a redemption request, and accepts no responsibility thereof, where 

a. there is any delay in onward payment attributable to the late arrival of funds from the Client, or for any reason attributable to the Client; 

b. a third party prevents PayFuture from making the payment; 

c. the Client does not have sufficient funds on the Wallet, or where the Client is in the sole opinion of PayFuture in breach of any clause of GTC or Special Terms; 

d. the Client provides incorrect details relating to a Payment Instruction; 

e. the details of a payment instruction provided by the payer to its payment service provider differ from the details of the intended Client’s Wallet. It is therefore the Client’s responsibility to provide the correct mandatory information (name, address and account number and/or IBAN) to the payer to ensure that inward Payment Transactions are processed successfully and/or; 

f. the incoming payment originates from a payment service provider or Payee which is not acceptable to PayFuture due to a non-reputable jurisdiction or other reputational issue. Acceptance or otherwise shall be at PayFuture’s discretion; 

g. to comply with Applicable Laws, or any other applicable sanctions such as those issued by the Sanctions Monitoring Board in Malta, the HM Treasury's Office for Financial Sanctions, European Union, or US Office of Foreign Assets Controls (OFAC); 

h. following account monitoring that PayFuture conducts as required by the Applicable Laws, the name of a sender of a Payment Instruction or Payee matches a name on a relevant government list of prohibited, sanctioned persons; i. where the Payment Transaction is being sent to a country that has been subjected to a relevant government asset control or sanctions list; 

j. the Payment Transaction is not or does not appear to be related to Client’s line of business; and k. where PayFuture reasonably believes that there has been a material adverse change in the Client’s financial standing and/or to reduce risk to PayFuture which may include reputational risk. 

5.14. The Client shall receive funds following the initiation of an order or transaction. Funds in the form of FIAT currency shall be transferred. If the funds to be received are not in the EUR/GBP currency, the monies shall then be exchanged into either of said currencies through an FX Provider. Once the funds are received, shall be placed in the Client PayFuture Client Account and e-money shall be created. The funds received shall be placed with the safeguarding bank. 

5.15. In case the Client qualifies as a Micro-Enterprise, the following clauses apply: 

a. If the Client discovers an unauthorised Payment Instruction, the Client must notify PayFuture using the email: support@payfuturefs.com without delay and in any event no later than thirteen (13) months from the date of that Payment Instruction in order to be entitled to redress; 

b. In the event that a Payment Instruction was not authorised by the Client, PayFuture will refund the amount of the Payment to the Client and the Client’s maximum liability in respect of the Payment Instruction will be €50 unless, the Client has acted fraudulently, or the Client fails to fulfil its obligations under this the Agreement with intent or gross negligence. PayFuture may be liable to the Client under the Applicable Laws where PayFuture fails to perform or incorrectly performs any Payment Instruction that the Client authorises PayFuture to perform. Where PayFuture does not require strong Client authentication, the Client shall not bear any financial losses unless the Client has acted fraudulently. 

c. Where the Client believes that PayFuture may have failed to perform or incorrectly executed a Payment Instruction, the Client must notify PayFuture without delay, utilising the contact details as listed in these Terms, on becoming aware of any such transaction giving rise to a claim, and in any event no later than thirteen (13) months from the date of debit of that Payment Instruction. PayFuture will make immediate efforts to investigate and where PayFuture has failed to perform or incorrectly performed such Payment Instructions, PayFuture will without undue delay make good and correct the error. 

5.16. In case the Client does not qualify as a Micro-Enterprise, the following clauses apply: 

a. In the event that the Client discovers an unauthorised or incorrectly executed Payment Transaction the Client must notify PayFuture without delay and in any event no later than seven (7) days from the date of debit of that Payment Transaction in order to be entitled to redress. Where the Client is able to demonstrate to PayFuture’s reasonable satisfaction (including, but not limited to, providing such documentation as PayFuture may reasonably require from the Client) that the Payment Transaction was incorrectly executed or unauthorised, it will refund any money paid to PayFuture and any transaction fees and charges paid to PayFuture in connection with that Payment Transaction. PayFuture shall not be liable for any charges or other loss, including but not limited to any indirect, special or punitive damages, suffered by the Client as a result of that incorrectly executed or unauthorized Payment Instruction. 

6. Cross-Border Payments and Use of Third Parties 

6.1. For the execution of Payment Transactions to or from jurisdictions outside the European Economic Area or in currencies other than the euro, PayFuture may use the services of third-party financial institutions, including correspondent banks and intermediary payment service providers. Such institutions may be located within or outside the EEA and may process transactions via international clearing systems such as SWIFT. 

6.2. The Client acknowledges that cross-border transactions may be subject to additional execution times, fees, exchange rates, and regulatory or compliance checks beyond PayFuture’s direct control. PayFuture shall not be liable for any delays, deductions, or errors attributable to the actions or omissions of such third-party institutions, provided PayFuture has acted with due care in selecting and instructing them. 

7. Currency conversion 

7.1. If the Client uses the PayFuture Client Account to make or receive Payment Transactions in different currencies, the current reference exchange rate together with any applicable charges will apply. 

7.2. The reference exchange rate is linked to exchange rates published by PayFuture’s banking partners and PayFuture applies a margin over such rates. 

7.3. The exchange rates vary and may change at any time and any such change will take effect immediately and without notice to the Client, provided that the change in the rates are based on the reference exchange rate. Changes in exchange rates which are more favourable to the Client may be applied without notice. Changes in the exchange rate used in payment transactions shall be implemented and calculated in a neutral manner that does not discriminate against the Client. 

7.4. Where currency conversion has to be effected for a Payment Transaction, the applicable exchange rate (taking into account the above) PayFuture will convert the amount of the Payment Transaction into the relevant currency and the Client will be requested to confirm the exchange rate and any applicable charges, if the Client does not provide such confirmation the Payment Transaction will not be carried out by PayFuture. 

7.5. If the Client receives money in a different currency than the currency of the Wallet, then depending on how the funds arrive in the Wallet, either: 

a. PayFuture will convert the funds into the relevant currency and credit the Wallet. The reference exchange rate and any applicable charges as set out in the Special Terms and/or Fee Schedule will be applied to such conversion; or b. funds will be converted by our partner, in which case PayFuture has no control over the charges that will be applied by the partner. 

7.6. Payment Transactions which are made in currencies not supported by PayFuture will not be effected without any liability attributable to PayFuture. PayFuture is not responsible in any way if the Client loses any money because of currency conversions or exchange rates or currency conversion fees which may be applied by third parties. 

8. Charges 

8.1. The Client has to refer to the Fee Schedule for a complete list of fees and charges which may be applicable to the Services. 

8.2. To the maximum extent at law, PayFuture shall have the absolute right to set-off, transfer, or apply sums held in the Wallet(s) in or towards satisfaction of all or any fees, liabilities, compensation or other amounts which are due and payable to PayFuture. 

8.3. Any charges and fees may include any applicable withholding tax, duties, value added tax or any other taxes which may arise in respect of any of the Services. PayFuture will not provide prior notice of the imposition or variation in any applicable taxes arising in respect of any of the Services. 

8.4. PayFuture shall not be responsible for any fees or commissions charged by any intermediary bank or any third party entity (including the Client’s bank). 

9. PayFuture Client Account and Wallet Restrictions 

9.1. PayFuture strictly forbids the Client to use the PayFuture Wallet to send or receive payments, as consideration for the sale or supply of: tobacco products, prescription drugs, drugs and drug paraphernalia, weapons (including without limitation, knives, guns, firearms or ammunition), satellite and cable TV descramblers, material which incites violence, hatred, racism or which is considered obscene, government IDs and licences including replicas and novelty items and any counterfeit products, unlicensed or illegal lotteries or gambling services (including without limitation the use of or participation in illegal gambling houses), unregistered charity services, items which encourage or facilitate illegal activities, prepaid debit cards or other stored value cards that are not associated with a particular merchant and are not limited to purchases of particular products or services, third party processing or payment aggregation products or services, multi-level marketing, pyramid selling or ponzi schemes, matrix programmes or other "get rich quick" schemes or high yield investment programmes, goods or services that infringe the intellectual property rights of a third party, un-coded/miscoded gaming, timeshares or property reservation payments (on and off plan). 

9.2. PayFuture reserves the right, at its sole discretion, to amend the categories of prohibited transactions by adding or removing categories, either within GTC or through policies shared with the Client to the PayFuture Client Account. 

9.3. PayFuture does not guarantee continuous, uninterrupted access to the PayFuture Client Account and/or the Services. PayFuture may occasionally interrupt access to all or part of the Services if necessary for a legitimate purpose, including for the following reasons: 

a. in order to carry out repairs, maintenance or improvement; 

b. in the event of a suspected hacking attempt, embezzlement or any other security risk; and 

c. upon request or instructions from competent, qualified individuals or authorities. 

9.4. It may be necessary from time to time to suspend the Services and access to the PayFuture Client Account for routine, non-routine or emergency maintenance where PayFuture consider it necessary to do so. When interruption of the Services is planned, for instance in order to carry out routine maintenance and update of the PayFuture Client Account, PayFuture shall in so far as is possible, inform the Client of such planned maintenance at least twenty-four (24) hours in advance via e-mail or via a notification on the PayFuture Client Account. 

9.5. PayFuture may also suspend or interrupt any PayFuture Service without notice it necessary or advisable to do so, for example if there is a suspected breach of security or for urgent maintenance and update reasons. In the event of such a suspension being necessary, PayFuture will in so far as is possible, provide the Client with a reasonable period of notice prior to the suspension or interruption by means of a notification on the PayFuture Client Account and/or by providing the appropriate notices on [insert website link] and/or other means PayFuture deems as suitable. 

9.6. PayFuture shall not be liable for any damages incurred or suffered by the Client as a result of any delay due to such suspensions of or interruptions to the Services. 

9.7. To the extent allowed under the Applicable Law, PayFuture may suspend use of the PayFuture Client Account and the Wallet if PayFuture reasonably believes that: 

a. someone else other than the Client may be trying to use the Payfuture Client Account without the Client’s permission; 

b. the use of the Payfuture Client Account is not line in with GTC or the Applicable Laws, or any other applicable sanctions such as but not limited to those issued by the Sanctions Monitoring Board in Malta, the HM Treasury's Office for Financial Sanctions, European Union, or US Office of Foreign Assets Controls (OFAC); or 

c. PayFuture is obliged to do so under the Applicable Laws. 

9.8. If possible, and to the extent it is allowed under the Applicable Laws, PayFuture may (but is not obliged to) inform the Client before the suspension (along with the reasons for the suspension). Otherwise, PayFuture will inform the Client as soon as possible after the suspension, to the extent it is allowed under the Applicable Laws and does not compromise PayFuture's security measures. 

9.9. PayFuture will halt any suspension as soon as it is practicable for PayFuture to do so, after the reason behind the suspension has ended. 

10. Dormant Wallets 

10.1. PayFuture may also suspend any PayFuture Service or limit access to all or any of the Services in the event that there is no activity in the Wallet for a period of more than ninety (90) days. In such a case, PayFuture may need to carry out verification procedures or other checks to ensure that there are no security risks. 

10.2. In the event that the Client does not make use of the Wallet for six months, the Wallet shall be considered to be dormant and will be subject to a dormant wallet fee as set out in the the Fee Schedule. 

10.3. Once the Wallet is marked as dormant, no Payment Transactions can be carried out and the Client will be required to reactivate the Wallet by contacting PayFuture and following the required process which PayFuture may require, from time to time. 

10.4. For dormant Wallets which still hold a balance, PayFuture will attempt to contact the Client, as a minimum quarterly, using the contact details provided by the Client when opening the PayFuture Client Account. If no reply is received, PayFuture may, if applicable, send any remaining balance in the Wallet to the bank or payment account nominated by the Client at account opening stage. In the case where PayFuture does not hold details of other bank or payment accounts, PayFuture will continue attempting to contact a Client in accordance with this clause. The Client may also contact PayFuture at any time to provide instructions as to where such funds may be transferred and if such instructions are reasonable, PayFuture will transfer the funds as instructed. 

11. Client representations, warranties and undertakings 

11.1. Upon accepting these Terms (as may be amended from time to time), the Client represents, warrants, and undertakes on an ongoing basis, that: 

a. the Client is registered or incorporated within the European Union, the EEA or a reputable jurisdiction with an equivalent regulatory framework where the use of the Services is allowed; 

b. the opening of the PayFuture Client Account and use of the Services does not violate any applicable legislation in force; 

c. the Client is under no legal disability or subject to any law or regulation that prevents performance of GTC; d. 

e. the Client shall at all times act as principal and not as an agent and acknowledges that PayFuture is also acting as principal in relation to the Services; 

f. the Client (if applicable) is duly registered, organised and validly existing under the applicable laws of its jurisdiction and any actions which are required for the acceptance of GTC and/or Special Terms and the performance of any obligations, transactions or other matters under the Agreement have all been duly authorized; 

g. the use of the Services will be done in good faith, solely for legal purposes and in accordance with the provisions of these Terms and Special Terms. 

h. the Client will always provide PayFuture with complete, true, accurate and not misleading information. i. the Client shall comply with GTC and Special Terms, all applicable laws or regulations, all tax laws and regulations, exchange control requirements, registration requirements, orders of any government or other official authority, body or agency or any judgment, or order or decree of any court having jurisdiction over it; 

j. the Client shall promptly cooperate with PayFuture on all operational related matters, including the provision of required information and/or documentation as soon as possible, as may be required in accordance with Applicable Laws; 

k. the Client, where applicable, has and maintains, all consents, authority, permits, licenses, recognitions, authorisations to carry out their business; and shall comply at all times with all applicable laws to which you the Client is subject, including but not limited to Applicable Laws, Data Protection Legislation and consumer protection regulations; 

l. the Client undertakes that all funds held in the Wallet or transferred to or from the Wallet, originate from legitimate sources or activities. 

m. the Client must duly notify PayFuture in writing of any change or dispute that may affect the Services; n. the Client shall not create or suffer to allow any Encumbrance over the Wallet and shall not otherwise use the Wallet and/or any funds therein as security or as guarantee in any manner whatsoever; 

o. the Client must take all reasonable steps to ensure that the PayFuture Client Account credentials are kept secret and change the same credentials (if possible) if the Client has suspicion that these have been erroneously disclosed, misappropriated or otherwise have become known to someone other than the Client; and 

p. the Client shall notify PayFuture, without undue delay on the Client becoming aware of the loss, theft, misappropriation or unauthorised use of any PayFuture Client Account credentials or any payment instrument linked to the PayFuture Client Account. 

12. Breach of the Terms 

12.1. The occurrence of any of the following events, plus those named elsewhere as such in these Terms and Special Terms, shall constitute a breach of GTC (each a “Breach”): 

a. the Client fails to comply with GTC or Special Terms or with any obligation imposed therein; b. PayFuture has reasonable grounds to believe that the Client may be: i) using or obtaining or allowing someone else to use the Services illegally, (ii) acting fraudulently, (iii) behaving improperly, threateningly or in an abusive manner, (iv) being investigated for any reason (whether known to the Client or otherwise) by any governmental department, agency or authority, (v) are found guilty or have pleaded guilty to a criminal charge (excluding any motoring offence), (vi) in breach of any representation, warranty or undertaking pursuant to GTC; 

c. The Client fails to respond, reply or otherwise acknowledge any reasonable attempts by PayFuture to contact the Client or the Client fails to comply with any reasonable request made by the Client in relation to any Payment Transaction; 

d. The Client is declared insolvent or commences a voluntary action or other procedure seeking or proposing an administration, liquidation, reorganisation, an arrangement or composition with creditors, a freeze or moratorium, or other similar relief with respect to the Client or to its debts under any bankruptcy, insolvency, regulatory, supervisory or similar law, or the Client seeks the appointment of a trustee in bankruptcy, receiver, liquidator, administrator or other similar official in relation to it or any part of the Client’s undertakings or assets or the Client takes any corporate action to authorise any of the foregoing and, in the case of a re-organisation, arrangement or composition, the Client does not consent to such a proposal; 

e. any potentially extreme unexplained activities on the PayFuture Client Account which PayFuture considers, in its absolute discretion, may threaten PayFuture's business, reputation and/or the assets of other Clients; f. PayFuture considers, in its absolute discretion, that its legitimate business interests or reputation are at risk of being harmed or otherwise impaired by its continued business relationship with the Client; 

g. the Client fails to inform PayFuture immediately in writing of any change of beneficial ownership, change of control or other material changes as outlined in GTC; or 

h. anything analogous to any of the events specified above under the laws of any jurisdiction. 

13. Limitation of Liability 

13.1. To the extent permissible under the Applicable Laws, PayFuture gives no warranties or representations. 13.2. PayFuture’s maximum liability under GTC and/or Special Terms will be limited to the amount of the direct loss for a Client, resulting solely from fraud, gross negligence or wilful misconduct by PayFuture. PayFuture shall not be liable for any indirect or consequential Losses, incurred by a Client, howsoever arising, including, but not limited to, loss of profits, loss of opportunity, loss of business, or any reputational damage. 

13.3. Except as otherwise provided in GTC and/or Special Terms, PayFuture shall not be liable to the Client for any loss, expense, damage, delay, costs and/or compensation (whether direct, indirect or consequential) which may be suffered or incurred by the Client arising from or in any way connected with any delay, failure or error in making any payment pursuant to a Payment Instruction where such delay failure or error is caused directly or indirectly by: 

a. failure or error or essential maintenance or critical change or, repairs or alteration of any computer system or communications system or transmission link of any kind under the control of a third party or PayFuture; and/or b. the acts or omissions of any third party. 

13.4. PayFuture shall not be liable for any loss, damage, or failure to perform any of its obligations under these Terms or any applicable Special Terms if such failure is caused, directly or indirectly, by a Force Majeure Event. A Force Majeure Event includes, but is not limited to: 

● acts of God (such as natural disasters including flood, storm, earthquake, or fire); 

● war, armed conflict, terrorism, rebellion, or civil unrest; 

● actions or restrictions imposed by any governmental or regulatory authority; 

● strikes, lock-outs, industrial disputes, or labour disruptions; 

● failure, interruption, or malfunction of telecommunications, internet services, utility services, or computer systems; 

● the failure, delay, or unavailability of third-party service providers or financial institutions upon whom PayFuture reasonably relies for the performance of its obligations; or 

● any other event or circumstance beyond PayFuture’s reasonable control which renders performance impracticable. 

In the event of a Force Majeure Event, PayFuture shall use all reasonable efforts to mitigate its impact and to resume the provision of Services as soon as reasonably possible. PayFuture shall also notify the Client of the occurrence of such an event within a reasonable period of time. 

13.5. In the event of a non-executed or defectively executed payment transaction for which PayFuture is liable to the Client (acting as the payer), PayFuture shall, as appropriate and without undue delay, refund to the Client the amount of the non-executed or defective Payment Transaction and restore the debited account to the state in which it would have been had the defective payment transaction not taken place. The credit value date for the Wallet shall be no later than the date the amount was debited. This obligation shall not apply in instances where PayFuture proves that the payee’s payment service provider has received the amount of the payment transaction, even if execution of the payment transaction is merely delayed. 

13.6. PayFuture shall not be liable for funds being sent to the wrong account (including funds being transferred upon a redemption request) where this is due to the Client providing and/or confirming incorrect payment details. The Client undertakes to ensure that the account number, sort code, IBAN and/or BIC/SWIFT are correct. PayFuture reserves the right to charge an administration fee as detailed in the Special Terms in case the Client requests PayFuture’s assistance in reclaiming the wrongly redeemed funds. PayFuture cannot guarantee that the reclaim efforts will be successful. 

13.7. PayFuture shall not, in any event, be liable for operational failures preventing the use of the PayFuture Client Account, interruptions preventing the Client from accessing the PayFuture Client Account, force majeure events, and/or any liability arising from the use of the internet as a means of communication, and/or any damage or loss caused by matters relating to the Client's own smartphone or other electronic device, including without limitation any Losses incurred by the Client due to any cyber-attacks, hacking, viruses, malware or other malicious software or program which may affect the Client's smartphone or electronic device. 

14. Indemnity 

14.1. Further to other clauses in these Terms, the Client shall fully indemnify, defend, and hold PayFuture and its representatives harmless from and against any and all claims, Losses, damages, judgments, tax assessments, penalties, and/or interest arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: 

a. any actual or alleged breach by the Client of its representations, warranties, or obligations under these Terms; 

b. any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; 

c. the Client’s improper use of the Services; 

d. the Client’s violation of any law, rule or regulation of any country; 

e. any other party’s use of the Services; and/or 

f. a Breach by the Client of these Terms. 

14.2. The above indemnities and all other indemnities stipulated in these Terms will survive the termination of the Agreement. 

15. Refunds 

15.1. In the event that the Client is a Micro-Enterprise, the Client shall be entitled to a refund from PayFuture of an authorised Payment Transaction initiated by or through a Payee which has already been executed, if the following conditions are met: 

a. the authorisation did not specify the exact amount of the Payment Transaction when the authorisation was made; and 

b. the amount of the payment transaction exceeded the amount the Client could reasonably have expected taking into consideration his previous spending pattern, the conditions in this contract and relevant circumstances of the case. (the Client may not rely on currency exchange reasons if the reference exchange rate agreed with PayFuture in accordance with CBM1 was applied. 

15.2. In the event that the Client is a Micro-Enterprise, the Client bears the burden of proving such conditions are met and PayFuture may request the Client to provide any evidence which it deems necessary or expedient to show that the above conditions are met before providing any refunds. 

15.3. In the event that the Client is a Micro-Enterprise is entitled to a refund in accordance with the Agreement and/or CBM1, the refund shall consist of the full amount of the executed Payment Transaction and the credit value date t shall be no later than the date the amount was debited. 

15.4. The Client is not entitled to a refund where the Client is not a Micro-Enterprise, and i. the Client has given consent to execute the Payment Transaction directly to PayFuture; and/or ii. the information on the future Payment Transaction was provided or made available in an agreed manner to the Client for at least 4 weeks before the due date by PayFuture or the Payee. 

15.5. If the Client receives a refund and then PayFuture finds that the Client was not entitled to it, the Client will have to return the amount refunded. 

16. Intellectual Property 

16.1. The Services, including the content of the PayFuture Client Account, the Website, text, graphics, logos, and images, as well as all other copyrights, trademarks, logos, and product and service names are owned exclusively by PayFuture one of the companies in our corporate group or an authorised licensor (the “Intellectual Property”). The Client is authorised solely to view and retain a copy of the pages of the Website or any other material for its own personal, non commercial use. 

16.2. The Client shall not (i) remove or alter any author, trademark, logo or other proprietary notice or legend displayed on the Website or PayFuture Client Account or (ii) infringe our or any other third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy. 

16.3. Any use of software as part of using the Services grants the Client a licence that is personal only to the Client, and which is limited, non-exclusive, revocable, non-transferable and without the right to sub-licence, for the duration of the Agreement. 

16.4. The Client is permitted to use any software provided by PayFuture for use solely for the purposes of availing of the Services pursuant to Agreement and for no other purpose whatsoever. Nothing in these Terms shall be interpreted as granting the Client a licence to use the Intellectual Property for any other purposes. 

16.5. If a Client sends to PayFuture any suggestions, feedback or input related to the Services, PayFuture (or its group entities) will own all right, title and interest in and to this, even if designated as confidential. The Client assigns to PayFuture all right, title and interest in and to this input. 

17. Data Protection and Confidentiality 

17.1. PayFuture collects and processes personal data in accordance with its Privacy Policy. The Privacy Policy will be provided to the Client during the onboarding process and is also available upon request by contacting PayFuture via email: support@payfuturefs.com. 

17.2. Both Parties will comply with all applicable requirements of the Data Protection Legislation. Each Party shall ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of personal data to the other Party, where necessarily required for the performance of the Services. 

17.3. The collection, use, and processing of the Client’s personal data for the purposes of onboarding and the provision of Services shall be carried out in accordance with the applicable Data Protection Legislation and PayFuture’s Privacy Policy. 

17.4. As a financial institution, PayFuture and its officers are bound by confidentiality and professional secrecy as per the Applicable Laws. PayFuture may be required to share confidential information on the Client from time to time. In all cases, PayFuture shall operate in a manner that is conducive to the Client’s privacy and shall only share confidential information in line with applicable legislation and the Privacy Policy. 

17.5. The Client acknowledges that PayFuture may record and store all internet communications subject to its obligations under the Applicable Laws. PayFuture reserves the right to produce and store copies of these communications in a central server and use these copies for the purposes of verifying the details of any Payment Instructions or to resolve any disputes between the Client and PayFuture. Although PayFuture will endeavour to maintain the security and privacy of internet communications, the Client acknowledges that the internet and emails may not be a secure medium for the communication of sensitive information. The Client should be aware that any communication via email or use of the Website is at their own risk. 

17.6. PayFuture may anonymise personal data for its own purposes, including statistical analysis of the use of its technology in order to improve the Services. 

17.7. PayFuture processes personal data for the following reasons: 

a. to verify the Client's identity and credit standing (as may be applicable); 

b. to comply with any Applicable Laws, including anti-money laundering, anti-corruption and/or anti-bribery laws, to prevent detect and investigate fraud; and/or for information management or client relationship purposes. This may include names, contact details as well as information obtained from carrying out electronic database searches and information held by credit reference agencies. 

17.8. The Client warrants and represents that it is able, pursuant to the Data Protection Legislation, to disclose personal data about its personnel submitted for receiving Services and has, where required under the Data Protection Legislation, obtained all the necessary consent from its personnel for the disclosure and processing of their personal data. 

17.9. The Client understands that PayFuture takes measures to ensure that it is not participating or assisting in money laundering or terrorist financing. The Client agrees that PayFuture, in its sole discretion, may disclose any transaction-related information including but not limited to confidential information of the Client or information about a Beneficiary in order to satisfy PayFuture's legal obligations under Applicable Laws, including, but not limited to, anti-money laundering, trade and economic sanctions laws and/or regulations, or as may otherwise be required by law or court order. Furthermore, such disclosure may be made to any government agency, body or department that exercises regulatory or supervisory authority with respect to PayFuture's operations, where such disclosure is made to satisfy governmental audit or examination requirements or as part of information required to be submitted to such governmental entities in the ordinary course of business. 

18. Term and Termination 

18.1. The Agreement will take effect immediately when the Client accepts of the electronic version of these Terms and Special Terms, following the onboarding of the Client by PayFuture and will terminate in accordance with the provisions of these Terms. Once the Client accepts all terms, a copy of the documents will be sent to the email address which is provided to PayFuture. 

18.2. There is no minimum term for the Agreement, unless it is specified in Special Terms. 

18.3. The Client may terminate the Agreement and close the Wallet at any time by providing written notice of one (1) month prior to such termination by sending a message through the PayFuture Client Account. 

18.4. To close the PayFuture Client Account, the Client must have a nil balance and not have any disputes which are still pending at the time of the closure by withdrawing any balance on the Wallet prior to instructing the closure. Should there be any negative balances on the Wallet due to outstanding disputes or charges or for any reason, these will need to be removed or resolved before the Wallet can be closed. PayFuture reserves the right to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks before authorising any redemption, transfer or withdrawal of funds from the Wallet. 

18.5. If the Client wants to access the transaction history after the closure of the PayFuture Client Account, the Client will need to contact PayFuture and request the information. PayFuture may charge for the provision of this information, at its discretion. 

18.6. To the extent allowed at law, PayFuture shall have the absolute right to set-off, transfer, or apply sums held in the Wallet in or towards satisfaction of all or any liabilities and fees owed to PayFuture that have not been paid or satisfied when due. 

18.7. Upon the termination of the Agreement, PayFuture shall provide the Client free of charge, a statement with the information about Payment Transactions and issuance of electronic money in/from the Wallet, covering a period of at least thirteen (13) months, on a durable medium via the PayFuture Client Account. 

18.8. In the event of the dissolution, liquidation, or other termination or similar procedure impacting the existence of the Client or its ability to continue operating, whether voluntary or through some Court order or decision, under any laws applicable to the Client, an authorised representative, administrator, or other legally entitled party may contact PayFuture with relevant identifying details of the Client. Such party must provide documentation evidencing their authority to act on behalf of the Client. PayFuture may request any additional information, documents, or proof it deems necessary to verify the claimant’s identity and legal entitlement. Until verification is completed to PayFuture’s satisfaction, the Wallet shall remain blocked. Once all required documentation has been provided and verified by PayFuture to its satisfaction, PayFuture will settle any outstanding obligations of the Client in respect of the Wallet, transfer any remaining balance to the authorised party, and proceed to close the PayFuture Client Account. 

18.9. There are no charges or fees to relating to the closure of the PayFuture Client Account except where the Wallet has been open for less than six (6) months, however the Client will be required to pay any fees or charges which are standing to the Wallet in line with the Special Terms and/or the Fee Schedule. Any subscription charges which have been paid in advance shall be reimbursed proportionately. 

18.10. If the Client’s PayFuture Client Account has been suspended or temporarily restricted for any reason, the PayFuture Client Account shall not be closed until PayFuture concludes any outstanding issues with the PayFuture Client Account. 

18.11. PayFuture may terminate the Agreement and close the PayFuture Client Account at any time by providing written notice of two (2) months prior to such termination. PayFuture will provide such notice to the Client in a durable medium via the PayFuture Client Account or via email except as otherwise provided in Special Terms. 

18.12. PayFuture may terminate the Agreement with immediate effect, upon the occurrence of a Breach, without further notice to the Client. Termination of the Agreement may lead, in PayFuture’s sole discretion, to the cancellation of any one or all pending Payment Transactions with the Clients. 

18.13. If PayFuture terminates the Agreement, and the Wallet still holds a balance at time of account closure, PayFuture will ask the Client to redeem the funds or transfer the funds within a reasonable period, during which the Wallet will only be accessible for the purpose of redeeming or transferring the remaining balance only. If the Client does not redeem or transfer the funds within the set time period, the Client may contact PayFuture and request that any remaining funds are sent in a manner which PayFuture considers to be acceptable. 

19. Changes to the Terms 

19.1. In case of Micro-Enterprises, subject to clause 19.3 below, any changes to these Terms shall be proposed by PayFuture by no later than two (2) months before their proposed date of application. The Client can either accept or reject the changes before the date of their proposed date of entry into force. The Client’s continued use of the Services shall be deemed to be its acceptance of any revised terms of these Terms. 

19.2. In the event that the Client is a Micro-Enterprise and rejects those changes, the Client has the right to terminate the Agreement free of charge and with immediate effect at any time until the date when the changes would have applied. 

19.3. PayFuture however reserves the right to effect changes without notice if the Client is in breach of or is likely to breach any of these Terms or is otherwise in default, in the event of a change in the law and/or a decision or recommendation of a court, regulator or similar body. PayFuture will inform the Client about the change as soon as reasonably possible or if applicable, by publishing the change on PayFuture’s website. 

19.4. The Client agrees that changes in any interest or exchange rates shall be applied immediately and without notice. 

19.5. PayFuture undertakes to inform the Client of any change in any applicable interest rate at the earliest opportunity. 

20. Complaints 

20.1. Any claim or dispute arising under the Agreement or as a result of the provision of the Services should, in the first instance, be referred by the Client to PayFuture in writing via the PayFuture Client Account or via e-mail. Further details on how to submit a complaint can be found in the Complaints Handling Procedure found on PayFuture Website. 

20.2. PayFuture will do its best to resolve the complaint as soon as possible and send the Client a final response by email within fifteen (15) Business Days of receiving the complaint. If, in exceptional circumstances, for reasons beyond PayFuture’s control, PayFuture needs more time to respond, PayFuture will send the Client, a holding reply within fifteen (15) Business Days of receiving the complaint to let the Client know when the Client will receive PayFuture’s final response (which will be no later than thirty-five (35) Business Days from the date on which PayFuture first received its complaint). 

Should the Client not be satisfied with the reply provided by Pay Future and the Client is considered an eligible customer in terms of the Arbiter for Financial Services Act, , a complaint may be lodged with the Office of the Arbiter for Financial Services. Please visit the website of the Office of the Arbiter for Financial Services as follows https://www.financialarbiter.org.mt/ which includes further information on the services provided by the arbiter including how to submit a complaint. 

21. Communication and Notices 

21.1. The preferred means of communication between PayFuture and the Clients is via the PayFuture Client Account. Where applicable and as outlined in these Terms or Special Terms, communication may also take place via e-mail. The Client acknowledges that the risk that any such communication by email may be intercepted, monitored, amended or interfered by third parties. PayFuture will not be held liable by the Client or by any third party in the event of such occurrence. 

21.2. PayFuture considers communications made by the Client via the PayFuture Client Account as valid forms of proof that the message is originating from the Client without the need to further verify the identity of the Client. 21.3. Soft copies of all Payment Instructions and Payment Transactions saved on the PayFuture Client Account have the same probative value as a hand signed paper copy, both in terms of their content and the date and time they were produced and/or received. 

21.4. The English language version of these Terms shall be the language of this Agreement for all purposes. All communications between the Client and PayFuture shall be in English. Where any translation of these Terms or parts thereof in another language are available, such translation is for informal purposes only and does not alter or take precedence over the provisions of this Agreement and the provisions of this Agreement in English shall prevail. 

22. Miscellaneous 

22.1. The Client shall not assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this without the prior written consent of PayFuture. 22.2. If any provision of these Terms or of Service 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 under this clause shall not affect the validity and enforceability of the rest of the Agreement. 

23. Severability 

23.1. Each of the clauses and paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful and/or unenforceable, the remaining clauses and paragraphs will remain in full force and effect. Moreover, if any unlawful and/or unenforceable clause or paragraph would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the clause or paragraph will continue in effect. 

24. Governing law and Jurisdiction 

24.1. The Agreement, including any non-contractual obligations thereunder, shall be governed by and construed in accordance with Maltese law. 

24.2. The Maltese Courts have exclusive jurisdiction to settle any disputes in connection with the Agreement, and the Client accordingly submits to the exclusive jurisdiction of such Courts.

SCHEDULE 1
DEFINITIONS