Terms & Conditions

General Terms and Conditions

Last update: 22/07/2026

Thank you for choosing Shout 2020. You should read these Terms carefully to determine which provisions apply to you. If you do not understand any provision, please ask for further information. If you do not agree to these Terms, you may not access the Firm’s website or use any services provided by the Firm.

If you do not agree to the Terms below, please leave the website and do not create an account.

1. FIRM

1.1. SHOUT 2020 LIMITED is a company incorporated in England and Wales with company number 11703558, whose registered office is at Director General’s House, 15 Rockstone Place, Southampton, Hampshire, England, SO15 2EP. It is registered with the Financial Conduct Authority (FCA) under the Electronic Money Regulations 2011 (S.I. 2011/99) as a Small Electronic Money Institution for issuing electronic money and providing payment services under Firm Reference Number 939202.

2. INTERPRETATION AND DEFINITION

2.1. In these Terms the following words have the meanings set out below:

2.1.1. Access Details mean all your log-in details, passwords, personal identification number, or any other identification or security features relating to your use of the Shout 2020 Account that are provided to you or that you may be asked to set up by us from time to time.

2.1.2. Agreement means the agreement between you and the Firm for the provision of the Services by the Firm to you.

2.1.3. API means the application programming interface which we can make available to you and through which you can access and use the Services. The Firm reserves the right not to provide you with the API.

2.1.4. Application means all forms and questionnaires you complete to apply for the Services, including forms, KYC questionnaires, identification, and verification of your identity (if you are an Individual) or the identities of you Authorised Users (if you are a Corporate Customer).

2.1.5. Approved Currency means the currency approved by us for holding funds in the e-Wallet and denominating your IBAN Account (if any).

2.1.6. Authorised User means any natural person that you, as a Corporate Customer, have authorised to access your Shout 2020 Account and to provide us with instructions on your behalf.

2.1.7. Business Day means a day other than a Saturday, Sunday, or a bank (public) holiday in England when financial institutions are open for business. For another party, such as the payee when you make a payment, it will mean a day on which that other party’s PSP is open for business, and carrying out transactions.

2.1.8. Card means the reloadable prepaid card or cards issued to you by our Partner Provider, which are used as a means of payment. You must use your Card in accordance with the Card Terms, and you cannot be provided with a Card unless you accept the Card Terms. If the Card Terms were not made available to you, you cannot use and/or apply for a Card.

2.1.9. Card Terms means Partner Provider’s terms that govern your use of the Card. The Terms are separate and distinct from the Card Terms.

2.1.10. Circumstances Beyond Our Control means abnormal and unforeseen circumstances beyond our control and include: strikes, lock-outs or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster; impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport as long as such use is necessary and has no alternatives; impossibility of the use of public or private telecommunications networks; and/or the acts, decrees, legislation, regulations, or restrictions of any government.

2.1.11. Complaint Procedure means the Firm’s complaints procedure as amended from time to time. The Complaint Procedure is available here.

2.1.12. Connected means the following scenarios:

2.1.12.1. A Corporate Customer is connected with another Corporate Customer if:

(a) one Corporate Customer has Control of the other;

(b) both Corporate Customers are under the Control of the same person or group of persons; or

2.1.12.2. A Corporate Customer is connected with an individual if:

(a) the individual has Control of the Corporate Customer;

(b) the individual, together with persons connected with the individual, has Control of the Corporate Customer; or

2.1.12.3. An individual (A) is connected with another individual (B) if:

(a) A is B’s spouse or civil partner;

(b) A is a relative of B;

(d) A is a relative of B’s spouse or civil partner; or

(e) A is the spouse or civil partner of a relative of B’s spouse or civil partner.

2.1.13. Consumer means any natural person acting for purposes outside his trade, business, or profession.

2.1.14. Control means direct or indirect ownership or control of more than 50% of the voting interests of the Corporate Customer.

2.1.15. Cookie Policy means the Firm’s cookie policy as amended from time to time. The Cookie Policy is available here.

2.1.16. Corporate Customer means any customer of ours that is not a natural person.

2.1.17. Customer means an Individual (whether a Consumer or a sole trader) or a Corporate Customer.

2.1.18. e-Wallet means an electronic money account with us. Your e-Wallet is open in the currencies requested by you.

2.1.19. Fees List mean the list of fees charged by us for providing our Services to you. The Fees List is available on request.

2.1.20. Firm means SHOUT 2020 LIMITED, a company incorporated in England and Wales with company number 11703558, whose registered office is at Director General’s House, 15 Rockstone Place, Southampton, Hampshire, England, SO15 2EP. It is registered with the Financial Conduct Authority under the Electronic Money Regulations 2011 (S.I. 2011/99) as a Small Electronic Money Institution for issuing electronic money and providing payment services under Firm Reference Number 939202.

2.1.21. IBAN Account means an IBAN payment account linked to your e-Wallet. Payments made through IBAN Account are deemed to be payments made by the Customer through their respective e-Wallet linked to that IBAN Account.

2.1.22. Individual means a natural person who is a customer of ours.

2.1.23. KYC means Know Your Customer requirements and respective checks, including verification of the Customer or the Authorised Users.

2.1.24. Larger Enterprise means a business which is not a Micro Enterprise.

2.1.25. List of Prohibited Activities and Territories means the Firm’s list of prohibited activities and territories as amended from time to time, setting out the activities and the territories (jurisdictions) in respect of which the Firm does not provide the Services. The List of Prohibited Activities and Territories is available on request.

2.1.26. Micro Enterprise means a business (which includes sole traders) which:

2.1.26.1. employs fewer than 10 persons; and

2.1.26.2. has a turnover or annual balance sheet that does not exceed €2 million;

2.1.27. Mobile App means the mobile application software (if any) through which you can access your Shout 2020 Account. The Firm reserves the right not to provide you with the Mobile App, to discontinue the use of the Mobile App at any time, or to replace the Mobile App with any other solution the Firm deems fit.

2.1.28. Partner Provider means any entity with which the Firm has established a business relationship with the aim of providing Customers with the Services. The Firm may enter into agreements and use the services of Partner Providers such as issuing Cards, IBAN identifiers etc., which allow us to provide the Services to you.

2.1.29. Shout 2020 Account means your personal account with the Firm and a virtual space which we can make available to you on the Website and/or Mobile App (if available) and/or API (if available), intended for the provision of the Services.

2.1.30. Shout 2020 System means a set of software and system solutions of the Firm, which enables the provision of Services to customers, including access to the Shout 2020 Account.

2.1.31. Privacy Policy means the Firm’s privacy policy as amended from time to time. The Privacy Policy is available here.

2.1.32. PSP means a bank, payment institution, electronic money institution, or another payment service provider.

2.1.33. Services means the electronic money and payment services the Firm provides or may provide in the future. The Firm may provide the Services individually or in cooperation with Partner Providers.

2.1.34. Terms means these Firm’s General Terms and Conditions as amended from time to time.

2.1.35. Unique Identifier means a sequence of letters, numbers, and/or symbols used to identify the other party to a transaction or their account, for example, an IBAN number or an e-Wallet number.

2.1.36. You, your means you as our Customer and pertaining to you.

2.1.37. We, us, our means the Firm and pertaining to the Firm.

2.1.38. Website means the Firm’s website at www.shoutpayments.com.

2.2. A reference to any statute, statutory provision or regulation will be construed as a reference to the same as it may be amended, modified, or re-enacted from time to time.

2.3. A reference to gender will include all genders, and words imparting the singular number only will include the plural and vice versa unless explicitly provided otherwise.

2.4. A reference to any clause is a reference to a clause of these Terms unless the context indicates otherwise.

2.5. Headings are included for convenience only and do not affect the interpretation of these Terms.

3. AGREEMENT

3.1. The Agreement between you and the Firm is formed by these Terms and the Fees List. The Agreement also includes the terms of some Services provided to you if these are set out as separate documents.

Where some of the Services provided to you are provided in cooperation with Partner Providers, the Agreement includes the respective terms of the respective Partner Providers.

Some Services, manners of accessing or using them, Customer groups, or jurisdictions, can be subject to specific or additional terms and conditions or other documents. These documents (if any) will constitute an integral part of the Agreement only if they so expressly provide.

3.2. The documents forming the Agreement are made available to you before you enter into the Agreement or, in case of making changes to the Agreement, before you consent to the changes.

3.3. The Agreement and any part of it may be revised as provided in Clause 26 (Changes to the Agreement).

3.4. In case of discrepancies between different parts of the Agreement, the following descending order of priority will apply:

3.4.1. the Fees List;

3.4.2. the terms of Partner Providers (if applicable);

3.4.3. the terms of some Services and additional terms and conditions if these are set out as separate or additional documents;

3.4.4. these Terms.

By way of example, if there is a discrepancy between the Fees List and these Terms, the provisions of the Fees List will prevail.

3.5. The Agreement is only binding to the rights and obligations between you and the Firm and does not involve legal relations and legal disputes arising from and relating to transactions between the users of the Shout 2020 System and between other Websites or third parties and you.

3.6. The Privacy Policy, the Complaint Procedure, the Cookies Policy, the List of Prohibited Activities and Territories, technical requirements and other documents (if any) related to the use of the Services that do not expressly state to be a part of the Agreement, are not a part of the Agreement.

4. CONCLUSION OF THE AGREEMENT

4.1. The Agreement between you and the Firm is concluded once all the following conditions are met:

4.1.1. you have accepted all the documents forming the Agreement (Clause 3.1);

4.1.2. you have filed an Application on the Website;

4.1.3. you have provided all the documents and information we have requested from you in a manner acceptable to us;

4.1.4. we have approved you as our Customer;

4.1.5. you (if you are an Individual) or all your Authorised Users (if you are a Corporate Customer) were successfully verified.

4.2. By filing an Application, you warrant and represent:

4.2.1. You have read and unconditionally accepted all the documents forming the Agreement (Clause 3.1). You can only accept the Agreement and its parts in their entirety. If you disagree with any provision of the Agreement, you should abort the application process and not file the Application.

4.2.2. All the information in the Application and the information and documents provided with the Application are complete, accurate, and correct. You will notify us immediately of any changes to this information or documents.

4.2.3. If you are an individual, you are at least 18 years of age and you are of legal age in the country where you reside.

4.2.4. If you are applying on behalf of a legal entity, you have the authority to bind that legal entity and that legal entity consents to the Agreement.

4.2.5. You are not and will not be a resident of and will not be located in any of the territories listed in the List of Prohibited Activities and Territories.

4.2.6. You will not use the Services in relation to any of the activities listed in the List of Prohibited Activities and Territories.

4.2.7. You represent and warrant that concluding the Agreement does not violate any laws or regulations applicable to you.

4.3. We reserve the right not to enter into an Agreement with you or deny the provision of some of the Services without explaining our reasons for doing so.

5. GENERAL

5.1. The Firm provides you with the Shout 2020 Account as a means to access the Services.

5.2. You may only hold one Shout 2020 Account at any one time. If we detect that you have opened more than one Shout 2020 Account, we may close all your Shout 2020 Accounts immediately.

5.3. We may limit the Services depending on your jurisdiction, verification status, and other factors we consider meaningful. We may change the limits from time to time.

5.4. You are solely responsible for identifying and following the requirements and being in compliance with the laws in your jurisdiction and all other laws or regulations applicable to you in your jurisdiction and/or in the jurisdiction from which you access your Shout 2020 Account and/or use the Services.

5.5. We provide the Services from the United Kingdom and direct them to the United Kingdom. This means it is your responsibility to make sure it is permitted for you to use the Services under the laws applicable to you and that you use the Services as permitted to you.

5.6. The Firm will not provide the Services, and you may not use the Services, if any of the following is true:

5.6.1. you intend to use, are using, or have used the Services in relation to any of the activities listed in the List of Prohibited Activities and Territories;

5.6.2. you, as an Individual, are a resident of any of the territories listed in the List of Prohibited Activities and Territories;

5.6.3. you, as a Corporate Customer, are registered and/or located in (carry out your operations from) any of the territories listed in the List of Prohibited Activities and Territories;

5.6.4. we have reasons to believe you intend to use, are using, or have used the Services in a way prohibited by law;

5.6.5. you intend to use, are using, or have used the Services in a way that falls outside the Firm’s risk appetite;

5.6.6. you intend to use, are using, or have used the Services in a way that causes or, in our opinion, may cause non-compliance of the Firm.

5.7. If you have not made any payment transaction within the last 12 months or more, we will consider your Shout 2020 Account dormant. We will ask you to re-submit information for us to carry out our KYC and other checks. You will not be able to use any of the Services until we have completed such checks to our satisfaction. We may also charge a fee for inactivity as set out in our Fees List (if applicable).

6. SERVICES

6.1. Please read our Fees List before requesting any of the Services. Any Services listed under the definition of the Services may be aggregated under one name in the Fees List. It is important to us that you know what you are paying for.

6.2. The Services in general

6.2.1. The Services may include the following:

6.2.1.1. e-Wallet;

6.2.1.2. IBAN Account;

6.2.1.3. Card.

6.2.2. Once the Agreement is concluded (Clause 4), at least one e-Wallet is opened for you. Additional Services can be enabled for you once the Agreement is concluded or can be subject to a separate Application.

6.2.3. The exact functionality of the Services is provided in your Shout 2020 Account. We may change it from time to time. Such changes will not constitute changes to the Agreement.

6.2.4. The provision of the Services, specifically, the performance of payments, may involve other payment systems’ participants that are not our Partner Providers (third-party PSPs). Such third-party PSPs can be the payer’s PSP, the payee’s PSP, and/or intermediary PSPs. We have no control over how these PSPs perform their functions.

6.2.5. We will keep reasonable records of the funds you hold and of your transactions using the Services. A transaction history showing details of the payments you made and received, including a payment reference for each transaction, the exchange rate applied when carrying out currency conversions, and the fees chargeable is available for you to view and download from your Shout 2020 Account.

6.3. E-Wallet

6.3.1. An e-Wallet is denominated in one of the Approved Currencies. Each e-Wallet may hold funds only in one of the Approved Currencies. If you need to hold funds in any other Approved Currency than your current e-Wallets, you need to open another e-Wallet.

6.3.2. You may use your e-Wallet to:

6.3.2.1. hold funds in the Approved Currency of your e-Wallet;

6.3.2.2. receive and make payments;

6.3.2.3. convert funds from one Approved Currency to another Approved Currency (provided you have an e-Wallet denominated in that Approved Currency).

6.3.3. You may top up your e-Wallet and withdraw funds from your e-Wallet as supported by your Shout 2020 Account. Topping up your e-Wallet is done as provided in Clause 7 (Receiving payments). Withdrawing funds from your e-Wallet is done as provided in Clause 8 (Making payments).

6.3.4. You must check the e-Wallet and the Card (if any) balance to make sure you have enough funds to make a payment and to pay the fee we charge you for doing so before you tell us to make a payment.

6.3.5. If for any reason your e-Wallet goes into a negative balance (this applies, for example, to cases of charging a fee), you are required to immediately repay such negative balance by loading sufficient funds into your Shout 2020 Account to bring it back to at least a zero balance. We reserve the right to automatically offset a negative balance on your e-Wallet against any fund transfers which you subsequently make to your Shout 2020 Account. We may charge you for any reasonable expenses we incur as a result of any negative balance on your e-Wallet.

6.3.6. The Firm also reserves the right to charge fees for negative e-Wallet balances in accordance with the Fees List.

6.4. IBAN Account

6.4.1. Your IBAN Account is an extension of the functionality of your e-Wallet. Your IBAN Account is linked to one of your e-Wallets. Your IBAN Account has no separate balance; the balance of your IBAN Account is the balance of the e-Wallet the IBAN Account is linked to. The terms concerning e-Wallets (Clause 6.3) apply to IBAN Accounts.

6.4.2. You may use your IBAN Account to:

6.4.2.1. make and receive SEPA/SWIFT transfers to and from your accounts and accounts of third parties opened with other PSPs;

6.4.2.2. use other functions supported by Shout 2020 Account (if any).

6.4.3. You may not be able to open an IBAN Account in any Approved Currency of your e-Wallets. The exact Approved Currency or Approved Currencies in which your IBAN Account can be denominated are set out in your Shout 2020 Account.

6.4.4. Transactions you have made using your IBAN Account will be included in the transaction history of your respective e-Wallet.

6.5. Card

6.5.1. To apply for a Card, you must do so as provided in the Card Terms.

6.5.2. You must use your Card in accordance with the Card Terms.

6.5.3. You may use your Card to buy goods and/or services.

6.5.4. Your Card has a separate balance from your e-Wallet(s). You can deposit funds onto your Card using your Shout 2020 Account and other methods in accordance with the Card Terms.

6.5.5. We may recover:

6.5.5.1. any shortfall of funds on your Card from your e-Wallets; and

6.5.5.2. any shortfall of funds in your e-Wallets from the funds on your Card.

6.5.6. You can have more than one Card.

7. RECEIVING PAYMENTS

7.1. Application of this Clause

7.1.1. This Clause 7 applies to receiving payments from third parties and from your own accounts opened with other PSPs (i.e., topping up your e-Wallet).

7.2. Payment methods

7.2.1. You can receive money into your e-Wallet using the methods we currently support. The methods we currently support are set out in your Shout 2020 Account. We may change the supported methods from time to time. Such changes will not constitute changes to the Agreement.

7.2.2. Topping up your e-Wallet is done as set out in your Shout 2020 Account. We may change the process of topping up your e-Wallet from time to time. Such changes will not constitute changes to the Agreement.

7.3. Execution time

7.3.1. The received payment will be credited to your e-Wallet immediately after we have received the payment.

7.4. Reversing received payments

7.4.1. You acknowledge that payments received into your e-Wallet may be reversed. You agree that we may reverse a payment if the payer or the payer’s PSP has charged back or otherwise reversed (or is reasonably likely to chargeback or otherwise reverse) a payment. We may also reverse a payment made into your e-Wallet if it was made due to an error.

7.4.2. If you have wrongly received a payment, you will cooperate with us to return the funds where appropriate. We will cooperate with the payer’s PSP in its efforts to recover the funds, in particular by providing them with all relevant information for the collection of the funds.

7.4.3. Before reversing a payment, we may restrict or limit your access to your Shout 2020 Account while the reversal is affected.

8. MAKING PAYMENTS

8.1. Application of this Clause

8.1.1. This Clause 8 applies to making payments to third parties and to your own accounts opened with other PSPs (i.e., withdrawing funds).

8.2. Payment methods

8.2.1. You can make payments from your e-Wallet using the methods we currently support as provided in your Shout 2020 Account. The methods, we currently support, are set out in your Shout 2020 Account. We may change the supported methods from time to time. Such changes will not constitute changes to the Agreement.

8.2.2. Withdrawing funds from your e-Wallet is done as set out in your Shout 2020 Account. Clause 17.5 provides special rules on transferring remaining funds after closure of your Shout 2020 Account. We may change the process of withdrawing funds from your e-Wallet from time to time. Such changes will not constitute changes to the Agreement.

8.3. Unique Identifier

8.3.1. We will execute your payment based on the Unique Identifier you provide. You must ensure the Unique Identifier you provide is correct. Your payment will be executed in accordance with the Unique Identifier you have provided. We may request additional information for the execution of your payment order, but we have no obligation to do so. Even if we have requested provision of additional information, we are only responsible for executing your payment in accordance with the Unique Identifier.

8.3.2. If your payment was carried out in accordance with the Unique Identifier you have provided, then your payment is considered executed correctly.

8.4. Execution time

8.4.1. Instructions to pay in the Shout 2020 System are executed immediately (up to a few minutes, unless the transaction is suspended due to cases provided for in the applicable law or in the Agreement) or within the time limits provided to you prior to you making the instruction.

8.4.2. Payments will be credited to the payee’s PSP account by the end of the business day following the time of receipt of the payment order if the payment:

8.4.2.1. is a SEPA transaction;

8.4.2.2. is executed within the UK in sterling;

8.4.2.3. is executed in the SEPA area and involves only one currency conversion between the euro and sterling, provided that:

8.4.2.3.1. the currency conversion is carried out in the UK; and

8.4.2.3.2. in the case of a cross-border payment, the cross-border transfer takes place in euro.

8.4.3. Payments will be credited to the payee’s PSP account by the end of the fourth business day following the time of receipt of the payment order if the payment:

8.4.3.1. does not fall within Clause 8.4.2 above; and

8.4.3.2. is to be executed wholly within the UK.

8.4.4. In case of payments that do not fall within Clause 8.4.2 or 8.4.3, we will place with our bank instructions to commence the payments by the end of the next business day.

8.4.5. The time when the transaction will reach its destination may vary as it depends on the payee’s PSP and on intermediary PSP(s) (if any).

8.5. Finality of transactions

8.5.1. Save as set out in the Agreement and in the governing law (Clause 29), payments are non-refundable and are non-reversible. We are not liable for any claims resulting from a commercial transaction between you and a third party.

9. REFUSING PAYMENTS

9.1. We may refuse to execute any your payments or refuse to accept any payment to you if any of the following is true:

9.1.1. We have reasonable doubts that the payment was submitted by you or your Authorised User.

9.1.2. You are in breach of the Agreement.

9.1.3. We have reasonable doubts that the payment or the submitted supporting documents are legal.

9.1.4. The payment is contrary to our policies.

9.1.5. The payment falls outside the scope of our risk appetite.

9.1.6. Our Partner Provider and/or a third-party PSP has refused to execute the payment for whatever reason. If a third-party PSP and/or a Partner Provider refuses to execute a payment, they may return the funds less their charges for processing the payment, even if they reject it.

9.1.7. Your funds are seized, your right to manage the funds is otherwise restricted, and/or transactions are suspended in accordance with the applicable law.

9.1.8. It is otherwise unlawful to carry out your instructions or to accept the payment.

9.2. If we refuse to carry out an instruction, we will tell you at the time we refuse to execute the payment and the reasons why, unless it is unlawful for us to do so.

10. UNAUTHORISED AND INCORRECT TRANSACTIONS

10.1. If you believe that any transaction was not authorised by you, or was incorrectly executed by us, then you must notify us without delay as soon as you become aware of it. If you are a Consumer or a Micro Enterprise, you must do so no later than 13 months after the debit date, on becoming aware of any unauthorised or incorrectly executed payment transaction. If you are a Larger Enterprise, you must do so no later than 2 weeks after the debit date.

10.2. If you are a Consumer or a Micro Enterprise and you have duly notified us of a non-authorised or incorrectly executed transaction (Clause 10.1), have not authorised the transaction as it was performed, have not acted fraudulently, and have kept your access details safe (Clause 14), we will refund the amount of the unauthorised transaction to your e-Wallet.

10.3. If you are a Larger Enterprise, you will have to prove to us that a transaction was not authorised by you. If you do so and you have duly notified us of a non-authorised or incorrectly executed transaction (Clause 10.1), and have not acted fraudulently, and have kept your access details safe (Clause 14), we will be liable to refund the amount of the unauthorised transaction to your e-Wallet, but subject to our limit of liability (Clause 19.2).

10.4. If you give us an incorrect Unique Identifier or other incorrect details, then we are not responsible for failing to carry out the transaction or for carrying it out in accordance with your instructions.

11. EXCHANGE RATES

11.1. If you receive a payment, including a refund, in a currency that is not one of the Approved Currencies for your e-Wallet(s), we will exchange it into the Approved Currency of your main e-Wallet or into the Approved Currency of one of your other e-Wallets.

11.2. To make a transaction in a currency that is different to the Approved Currency you hold in your e-Wallet(s), you must agree to exchange the amount into that other currency before you make the transaction.

11.3. Our exchange rates are based on the rates of our reference rate provider. For exchange, we apply the rate effective at the moment of conversion. The actual rate of conversion can differ from the rate provided before the exchange as exchange rates are subject to constant change and may change when the actual exchange is carried out. Changes to exchange rates are effective immediately without notice to you.

12. FEES AND CHARGES

12.1. The Fees List sets out the fees you must pay to us for the Services.

12.2. The Services not mentioned in the Fees List are subject to separate fees set out in the terms of these Services.

12.3. We deduct all fees related to loading funds onto your e-Wallet from the amount you want to load. This means the amount we load will be smaller than the amount you transfer to us.

12.4. When you instruct us to make a payment, we will transfer the full amount you instruct us to transfer and deduct any fees from the remaining balance on the e-Wallet.

Payments that require processing by third-party PSPs (payee’s PSP, intermediary PSP) may involve additional fees charged by these PSPs. You will pay these additional fees.

12.5. We may change the fees from time to time in accordance with these Terms (Clause 26). We recommend checking the Fees List each time you use the Services.

13. YOUR OBLIGATIONS

13.1. When using the Services, you must:

13.1.1. comply with our instructions for use of the Services, including any instructions in your Shout 2020 Account or any instructions that we may make available to you;

13.1.2. regularly, at least once per month, check the transactions history of your Shout 2020 Account and contact us immediately if you have any questions or concerns regarding its accuracy or if you do not recognise any of the transactions listed;

13.1.3. only use the Services for the purposes listed in the Application;

13.1.4. only use the Services for your own purposes, and not for the purposes of any third party;

13.1.5. ensure that the instructions, especially the Unique Identifier, you give us to make transactions are accurate and correct;

13.1.6. not use the Services in connection with any industry or activity set out in the List of Prohibited Activities and Territories;

13.1.7. not use the Services:

13.1.7.1. if you are an Individual – if you are a resident of any of the territories listed in the List of Prohibited Activities and Territories;

13.1.7.2. if you are a Corporate Customer – if you are registered and/or located in (or carry out your operations from) any of the territories listed in the List of Prohibited Activities and Territories;

13.1.8. not use your Shout 2020 Account and/or the Services in any unlawful way, including money laundering, terrorist financing, proliferation of weapons of mass destruction, evasion of sanctions, financial crime, or tax evasion;

13.1.9. ensure your activities are always compliant with the requirements of the applicable law and your duties (including your tax obligations) are duly fulfilled;

13.1.10. provide all information, documents, make representations, and/or answer all questions we reasonably ask in connection with the performance of the Agreement, including without limitation all questions we ask to validate a transaction, the identity of the payer or payee, the reason, and supporting documents for the transaction;

13.1.11. fulfil your compliance duties (Clause 15 Compliance checks) in a timely and due manner; and

13.1.12. not to attempt to distort or distort in any way the functioning of the Shout 2020 Account, the Shout 2020 System, our Website, the Mobile App, the API, our servers, computers, or databases, either by use of unauthorised access, viruses, harmful code, or by any other means.

14. KEEPING YOUR ACCESS DETAILS SAFE

14.1. You must (and in relation to Corporate Customers, you must procure that your Authorised Users):

14.1.1. Treat the funds held in your e-Wallet(s) and your Card(s) as carefully as you would treat cash in your wallet.

14.1.2. From the time you receive them, keep all your Access Details safe and secure. To avoid your Access Details being used by someone else, you must treat your Access Details as confidential. You must not disclose your Access Details to anyone else and you must not keep a written record of your Access Details which identifies your Access Details and how to use them.

14.2. Use of the Shout 2020 Account by someone other than you may mean you lose some or all of the electronic money in your e-Wallet(s) and your Card(s).

14.3. If you suspect any Access Details have been lost, stolen, misappropriated, used without authorisation, or otherwise compromised, you must contact us immediately by using the internal ticket system in your Shout 2020 Account or by email to info@getshout.co.uk to change your Access Details.

14.4. If you allow another person to have access to your Shout 2020 Account, we will treat this as if you have authorised such use and you will be liable for all transactions and fees incurred by such use.

14.5. We may stop you from using any Access Details if we have reasonable grounds to believe they are no longer confidential to you or the Authorised User, as applicable, or have been used fraudulently or without your authorisation. If possible, we will notify you by email, telephone, or SMS using the latest contact details you have supplied to us before we stop you using such identification or security feature, to tell you that we intend to do so and why.

14.6. If we cannot contact you before we stop the use of the Access Details, we will do so immediately afterwards. We will not contact you to tell you we intend or have stopped the use of the Access Details if we are prevented from doing so by law or if it would adversely affect our reasonable security measures. We will either reinstate the Access Details as soon as practicable after the reasons for stopping their use have ceased or, at that time, issue you with replacement Access Details to use. When the reasons for us stopping your use of the Access Details cease, unless we have already issued you with replacement Access Details, you can contact us at any time using the internal ticket system in your Shout 2020 Account or by email to info@getshout.co.uk to request that we allow you to use the Access Details again. We, our agents, and/or law enforcement agencies may ask you to assist us as part of our or their inquiries where your Shout 2020 Account has been used by someone other than you without your consent.

15. COMPLIANCE CHECKS

15.1. Within the timeframe set out in any request, you will give us all information, documents, representations, and other evidence that we reasonably request to consider your Application and at any later stage, including to review a transaction and/or a requested transaction, update and/or verify submitted information, documents, representations, and other evidence. You will give us this information so that we have up-to-date information and can carry out and be satisfied that we have complied with all KYC or other similar checks required under all applicable laws and regulations. The documents and information we may ask you for shall include, without limitation, any documents or other evidence concerning your identity or that of third parties or documentation evidencing the validity and legality of a transaction.

15.2. If there is:

15.2.1. if you are an Individual – any change to your:

15.2.1.1. full name;

15.2.1.2. nationality;

15.2.1.3. postal address;

15.2.1.4. residential address.

15.2.2. if you are a Corporate Customer – any change in your:

15.2.2.1. status;

15.2.2.2. jurisdiction of incorporation;

15.2.2.3. registered address;

15.2.2.4. factual address (place where your operations are carried out);

15.2.2.5. directors;

15.2.2.6. shareholders;

15.2.2.7. beneficiaries;

15.2.2.8. Authorised Users; or

15.2.2.9. other material changes in your corporate structure;

15.2.3. any change in your contact details;

15.2.4. any change in other information provided in the Application;

15.2.5. any change in the documents you have provided to us with the Application and at any stage after the submission of the Application;

15.2.6. any of the documents you have provided to us with the Application and at any stage after the submission of the Application has expired; or

15.2.7. any other change or information you have received that objectively has meaning for performance of the Agreement,

you must notify us as soon as possible and send us the documents evidencing such changes or information received so our records are up to date.

If we discover that any of your information is incorrect, we may update it, but we are under no obligation to do so.

15.3. At least two weeks in advance, you will notify us of any intended change of your business activity.

Having received your notice, we will inform you if we agree to the Services being used in respect of your new business activity.

If we disagree with the Services being used in respect of your new business activity, you may not use the Services for this new business activity. You may still use the Services for your previous business activity if you continue it and if such separation is possible.

If you have not received any response from us, you may assume that we agree to the use of the Services respect to your new business activity, unless we later tell you otherwise.

15.4. If we identify or reasonably suspect any fraud or other illegal activities, then we will pass details to fraud prevention agencies and/or other relevant entities to prevent fraud, money laundering, and other illegal activities.

16. AUTHORISED USERS

16.1. This Clause 16 applies only if you are a Corporate Customer.

16.2. You must appoint one or several Authorised Users to act on your behalf. You will provide us with a power of attorney in respect of each of your Authorised Users. We may direct you as to the content of such a power of attorney or may provide you with a power of attorney form to be used. We will treat each Authorised User as having full authority from you and all instructions from the Authorised User will be regarded as if they came from you.

16.3. Authorised Users must be 18 years old or older unless the personal law of the Authorised Users does not set a higher age threshold.

16.4. You must notify us in writing immediately upon any change in the information provided regarding the Authorised User, including revocation of the power of attorney issued to the Authorised User.

16.5. You are responsible for the integrity and all acts and omissions of all Authorised Users. We will not be responsible for any loss or harm that you or any other person may suffer or incur as a result of any act or omission of any Authorised User.

16.6. You are responsible for ensuring that only Authorised Users access your Shout 2020 Account and instruct us to carry out transactions on your behalf. If we receive instructions or a request using an Authorised User’s Access Details, we will treat the instructions as having been authorised by you and we are under no obligation to otherwise verify if the instructions come from the Authorised User.

16.7. You must ensure that all Authorised Users are aware of and comply with the Agreement.

17. OUR RIGHT TO REVERSE, SUSPEND AND TERMINATE

17.1. If we (any of the following):

17.1.1. have not been provided with any information that we have requested under Clause 13 (Your obligations) and 15 (Compliance checks) or the information or the documents provided are not satisfactory in our reasonable opinion;

17.1.2. reasonably believe that you are in breach of the Agreement or any other conditions applicable to our Services in accordance with the governing law (Clause 29);

17.1.3. reasonably believe that your activities can cause losses to us, increase our risks, or cause damage to our goodwill or reputation;

17.1.4. have reasonable suspicion of unlawful, fraudulent, or criminal activity concerning the use of the Services;

17.1.5. have reasonable grounds relating to security in relation to your use of the Services;

17.1.6. are required to do so by law or regulation;

17.1.7. are no longer able to provide the Services due to a change in or termination of a service from our suppliers;

17.1.8. have a reasonable belief that any of the information you provided to us is incorrect;

17.1.9. have a reasonable belief that you are using the Services for a different purpose than that we have consented to;

17.1.10. are given a direction to do so by any court, regulator, or other competent regulatory, tax, or other authority;

17.1.11. provision of some or all the Services to you and/or having you as a Customer falls outside our risk appetite, may compromise us, or is otherwise unacceptable to us; and/or

17.1.12. in accordance with our rights set out in Clauses 17.1.1 to 17.1.11, we terminate an agreement on provision of the Services to another Customer or terminate, postpone, or limit the provision of all or some of the Services to that Customer, and that Customer is Connected to you,

we may immediately (any of the following in any combination):

17.1.13. decline your Application (entirely or in any part);

17.1.14. close your Shout 2020 Account (this leads to the termination of all the Services);

17.1.15. terminate, postpone, or limit any or all the Services;

17.1.16. reverse any transaction;

17.1.17. restrict, suspend, or limit your access to your Shout 2020 Account;

17.1.18. refuse to make and/or receive payments; and/or

17.1.19. do anything else we reasonably consider necessary.

17.2. We shall inform you of any such actions we take unless we have a reasonable belief that we are prevented from doing so by law or regulation or we believe that doing so would compromise our security measures or otherwise increase our risks.

17.3. When we restrict or limit your access to funds, the access to those funds is restored when you have cured all the reasons for such restriction or limitation and no other reasons for restriction or limitation exist.

17.4. We may at any time terminate the provision of any of the Services or close your Shout 2020 Account, without disclosing our reasons for doing so, by giving you at least 2 months’ prior written notice. We will give you a written notice to such effect as set out in these Terms (Clause 22 Contact methods).

17.5. If we close your Shout 2020 Account, we will ask you to provide us details of where you would like us to transfer the remaining balance (if any), provided that your chosen option is available and there is no limit or other restriction for us to do so, after deducting any fees due and payable by you. We will ordinarily transfer such funds to another account in your name only.

You may request the transfer of the remaining balance during six years from the closure of your Shout 2020 Account. We strongly encourage you to request the transfer of the remaining balance and fulfil all respective conditions as soon as practicable.

For the avoidance of doubt: closing your Shout 2020 Account does not release you from compliance checks and other relevant duties. Before transferring your balance, we may ask you to provide or update information, documents, representations, and other evidence pursuant to Clause 15 (Compliance checks).

17.6. If we close your Shout 2020 Account, any of your or our rights or liabilities which have accrued prior to the closure of the Shout 2020 Account shall continue until fully discharged by the relevant party, save for any rights or liabilities which are expressed to continue after the termination of your Shout 2020 Account.

18. YOUR RIGHT TO CLOSE YOUR SHOUT 2020 ACCOUNT

18.1. You may close your Shout 2020 Account by writing to us from your e-mail address (giving us a notice), provided that none of your e-Wallets has a negative balance. If you have a positive balance on any of your e-Wallets, we will deduct any fees not paid by you at the time of closing your Shout 2020 Account and at the same time we will ask that you send all funds out of your e-Wallet(s) before closing the account.

18.2. You may not instruct us to carry out any Services after you have instructed us to close your Shout 2020 Account. However, we will carry out any instructions in accordance with the Agreement that you have given us prior to your instruction to close your Shout 2020 Account.

18.3. When you give us a notice to close your Shout 2020 Account, you will not be entitled to a refund of any transactions you have made or any fees that you may have incurred on the Shout 2020 Account, which are then due and payable by you. We may deduct these fees from the balance on your e-Wallet. We will close your Shout 2020 Account after all amounts have been paid by you or deducted by us from your e-Wallet.

19. LIABILITY

19.1. Provision of the Services

19.1.1. We will at all times perform our obligations under the Agreement and carry out the Services with reasonable care and skill. However, we do not warrant or guarantee that the Services will be uninterrupted or error-free.

19.1.2. Except as required under law, we will not be liable for any faults, mistakes, or inaccuracies of any kind in our Services.

19.2. Our aggregate liability

19.2.1. Subject to Clause 19.7 and other provisions of these Terms, if in providing the Services we fail to comply with the Agreement, our aggregate liability to you (whether in contract, tort, negligence, breach of statutory duty, or otherwise) in any calendar year shall not exceed:

19.2.1.1. (if you are a Consumer or a Micro Enterprise) any losses you suffer which are a reasonably foreseeable consequence of such failure; or

19.2.1.2. (if you are not a Larger Enterprise) the total amount of fees you paid us during that year for your Services.

19.2.2. Subject to Clause 19.7 and unless you are a Consumer or a Micro Enterprise, we will not pay for losses that fall into the following categories, even if those losses result from our deliberate failure to comply with our obligations under the Agreement:

19.2.2.1. indirect or consequential loss;

19.2.2.2. loss of income or revenue;

19.2.2.3. loss of business;

19.2.2.4. loss of profits;

19.2.2.5. pure economic loss;

19.2.2.6. loss of anticipated savings; or

19.2.2.7. waste of management or office time.

19.3. Circumstances Beyond Our Control

19.3.1. We are not responsible for any breach of the Agreement by us, or for any loss you incur in connection with such breach, due to any Circumstances Beyond Our Control.

19.3.2. Our performance of the Services is deemed to be suspended for the period that the Circumstances Beyond Our Control continue, and we will have an extension of time for performance for the duration of that period.

19.4. Technology-caused losses and damages

19.4.1. We are not liable for any loss or damage caused by failures, delays, disruptions, or other interruptions of telecommunication networks, power grid, the Shout 2020 System, other payment systems and infrastructure, and any other Services interruptions.

19.4.2. We are not liable for any loss or damage caused by a harmful code, other technological attacks, or harmful material that may infect your device, programmes, data, or other proprietary material related to your use of our Services.

19.5. Actions of third parties

19.5.1. We will not be liable for any actions or failures to act by third parties, including third-party PSPs (Clause 6.2.4).

19.5.2. The exclusion of liability does not apply when such third party is our Partner Provider or our outsourced service provider. We will be liable for actions of Partner Providers and outsourced service providers while providing the Services to you as if that Services would be provided by us.

19.6. No liability for tax

19.6.1. Save as required by the governing law (Clause 29), we have no obligation whatsoever to any taxation or similar authority in respect of any taxation or other similar duty or levy payable by any Customer. It is your obligation to report and pay all taxes, duties, and levies that are payable by you in respect of your use of the Services.

19.7. No exclusion of liability

We do not exclude or limit our liability for:

19.7.1. death or personal injury caused by our negligence;

19.7.2. fraud or fraudulent misrepresentation by us; or

19.7.3. any other matter for which it would be illegal for us to exclude or limit our liability.

19.8. Indemnity

19.8.1. You agree to indemnify, defend, reimburse, and compensate us and hold us, our Partner Providers, other providers, our employees, officers, and agents harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of:

19.8.1.1. any failure by you to comply with Clause 13 (Your obligations) above;

19.8.1.2. your use of the Shout 2020 Account and/or the Services;

19.8.1.3. any inaccuracy in:

19.8.1.3.1. any information you give us (including KYC information);

19.8.1.3.2. any instruction you give in connection with the Services; and/or

19.8.1.4. your any other breach of the Agreement or any applicable law.

For the avoidance of doubt: the claims you must indemnify us from include, amongst other kinds of claims, fines and other enforced payments applied upon us by authorities, assessments (penalties) applied upon us by card schemes (Visa, Mastercard, etc.), penalties from our counterparties etc. Claims can be brought against us, for example, for providing our Services to you in connection with any industry or activity listed in the List of Prohibited Activities and Territories, failing to establish the source of your funds, providing our Services to designated persons (persons subjects to sanctions), etc. Such claims can reach many tens of thousands of British pounds (assessments of card schemes) and even more (fines and other enforced payments from authorities).

20. SAFEGUARDING YOUR FUNDS

20.1. When you transfer funds into your e-Wallet and/or you receive a payment into your e-Wallet, we will:

20.1.1. place the funds into segregated accounts held with authorised credit institutions; and/or

20.1.2. invest the funds into low-risk assets held in a segregated account with financial institutions.

These actions are taken to safeguard and protect your funds in accordance with applicable laws and regulations.

20.2. As we are a registered electronic money institution and your e-Wallet is an electronic money account and not a bank account, you understand and acknowledge that the Financial Services Compensation Scheme (www.fscs.org.uk) does not apply to your electronic money (your e-Wallets) held with us. This means that in the unlikely turn of events we become insolvent and in the even less likely event our safeguarded funds are not enough to pay your claim, you will not be able to revert to the Financial Services Compensation Scheme and may lose all your electronic money.

21. SET-OFF

21.1. If any circumstances arise which, in accordance with the Agreement, entitle us to be compensated by you, we shall be entitled to recover any sum due to us by setting off part or all of any sum that you have lodged with us, either in your e-Wallet(s) and/or your Card(s) or otherwise against the sums you owe us, including any fees, reversal amounts, and losses. We shall accordingly deduct such sums from your e-Wallet(s) and/or your Card(s).

21.2. You shall have no similar right of set-off.

22. CONTACT METHODS

22.1. We will communicate with you primarily by email. We may also communicate with you by post, telephone, messaging apps, SMS, or by the other means you have given us.

22.2. Any communications or notices sent by:

22.2.1. Email will be deemed received by you on the same day if it is received in your email inbox before 5 pm (UK time). If it is received in your email inbox after 5 pm (UK time) or at any other time, it will be deemed received on the next Business Day.

22.2.2. Post will be deemed received three days from the date of posting for UK post or within fifteen days of posting for international post.

22.2.3. SMS and messages sent via messaging apps, etc. will be deemed received on the same day.

22.3. Where we must provide information to you on a durable medium, we will either send you an email (with or without attachment) so that you can retain the information in print format or other format that can be retained by you permanently for future reference.

22.4. You should regularly and frequently check for incoming messages via email and other means of communication you have provided us with. It is your responsibility to ensure all these means of communication are available to you. We will not be liable for any consequence or loss if you do not comply with this instruction.

22.5. You can communicate with us using the ways for contacting us as set out on our Website and in your Shout 2020 Account.

We may limit the acceptable communication means especially when we need to identify you, for example, when non-public information must be provided.

23. YOUR PERSONAL DATA

23.1. To provide our Services, we need to collect and retain personal data about you, the Authorised Users, and certain individuals Connected to you as a Corporate Customer. By filing an Application and afterwards by entering the Agreement you are giving us explicit consent to access, process, and/or retain any personal data for our provision of the Services.

23.2. We are committed to maintaining your personal data in accordance with legal requirements relating to the collection, storage, and use of personal data. Please review our Privacy Policy for more information on how we process your personal data and your rights.

24. INTELLECTUAL PROPERTY

24.1. The Website, Shout 2020 Account, Shout 2020 System, Mobile App (if applicable), the API, the Agreement, and other terms, policies, procedures, and documents of the Firm and all intellectual property rights (copyright, trademarks, domain names, patents, database rights, design rights, rights in computer software, and all other intellectual property rights of any kind whether they are registered or unregistered in any country in the world) contained therein, including but not limited to the content, are owned, or licensed by us. Nothing in these Terms grants you or your Authorised Users (if you are a Corporate Customer) any rights in this intellectual property other than as necessary to use the Services, the Website, the Shout 2020 Account, and the Mobile App as permitted under the Agreement.

25. COMPLAINT PROCEDURE

25.1. If you have a complaint regarding our Services or the Firm, please see our Complaint Procedure.

26. CHANGES TO THE AGREEMENT

26.1. The Agreement can be changed at any time by mutual agreement between you and the Firm. Such changes will become effective immediately unless you and the Firm will agree otherwise.

26.2. The Firm may from time to time change the Agreement or any part of it, including these Terms, but excluding the terms of Partner Providers, in accordance with this Clause 26.

The terms of Partner Providers can be changed as provided in the respective terms of the respective Partner Providers.

26.3. All changes will be communicated to your email (Clause 22).

26.4. We will provide you with a notice of changes to the Agreement at least 2 months before the change is due to take effect. You can terminate the Agreement immediately by providing written notice to us during the notice period. If we do not hear from you during the notice period, you will be considered to have accepted the changes and they will apply to you from the effective date specified in the notice.

26.5. We will not provide you with an advance notice of changes to the Agreement but will notify you of the changes made to the Agreement if:

26.5.1. it is provided by the governing law (Clause 29);

26.5.2. we are required to do so by the regulator, court, or another authority whose rulings are mandatory for us;

26.5.3. it is necessary to eliminate an immediate and material threat to the security of Shout 2020 System and/or Customers’ funds;

26.5.4. we are unable to continue the provision of the Services without introducing changes to the Agreement because of the changes introduced by our Partner Providers and/or other third parties, whose services we use for the provision of the Services, and the introduction of such changes by our Partner Providers and/or other third parties made it impossible for us to give you a notice of changes provided in Clause 26.4 above.

26.6. Changes to exchange rates shall come into effect immediately without notice.

27. OTHER PROVISIONS

27.1. The Agreement is personal to you. You must not grant any legal rights to anyone over any of them and you must not assign or transfer your rights and obligations under the Agreement to anyone.

27.2. We may assign or transfer all or a part of our rights or obligations under the Agreement, either in whole or in part, to any third party without your consent.

27.3. We may outsource some of our functions under the Agreement to a third party or parties. Such outsourcing will not reduce our obligations to you under the Agreement, and we will remain liable to you to the same extent as if no outsourcing was done.

27.4. Any delay or failure by us to exercise any right or remedy under the Agreement is not to be considered a waiver of that right or remedy and it will not stop us from exercising it at any subsequent time.

27.5. No one other than you and us has any right to enforce any of the provisions of the Agreement. The provisions of the Contracts (Rights of Third Parties) Act 1999 are expressly excluded.

27.6. If any provision of the Agreement is judged to be invalid, illegal, or unenforceable, such provision shall be severed from the Agreement and the remainder of the provisions will so far as possible, continue in full force and effect. The invalid, illegal, or unenforceable provision shall be considered as not included in the Agreement and the provisions of the law shall apply to the relations governed by such invalid, illegal, or unenforceable provision.

28. CORPORATE OPT-OUT

28.1. If you are a Larger Enterprise, then you agree that regulations 40 to 62 of Part 6 and regulations 66(1), 67(3) and (4), 75, 77, 79, 80, 83, 91, 92 and 94 of Part 7 of The Payment Services Regulations 2017 do not apply to the Agreement.

29. GOVERNING LAW

29.1. The Agreement is governed by English law as applied by the courts of England and Wales, without giving effect to provisions of its private international law.

29.2. The governing law includes rules of payment schemes (Visa, MasterCard, UnionPay).

30. JURISDICTION

30.1. The parties to the Agreement submit to the exclusive jurisdiction of the courts of England and Wales.