General Terms and Conditions

1. DEFINITIONS

1.1 “General Terms and Conditions”, “Terms of Use”, “These Terms”, or “General Terms

of Use”

Refers to this legally binding document that acts as the contract between The Company and You.

1.2 "The Company", “PFS”, “We”, “Us”, or “Our”

Refers to PERSICI FINANCIAL SERVICES LIMITED, including any subsidiaries or affiliates designated as such from time to time.

1.3 “The Customer”, “You”, “Your”, “Payment Service User”, and “Account Holder”

Refers to any legal or natural person for whose benefit PFS executes Payment

Transactions. In the case of a business or other legal entity, the term “Customer” means that legal entity, although one or more authorised signatories give its instructions.

1.4 “PSR17”

Refers to The Payment Services Regulations 2017 (as amended from time to time) in the United Kingdom.

1.5 “MLR17”

Refers to the Money Laundering Regulations 2017 (as amended from time to time) in the United Kingdom.

1.6 “DPA18”

Refers to the Data Protection Act 2018 in the United Kingdom.

1.7 “Regulations”

Refers to all laws, statutory instruments, and regulations in force from time to time in the United Kingdom that relate directly or indirectly to financial transactions, including but not limited to the Money Laundering Regulations 2017, the Proceeds of Crime Act 2002, the Payment Services Regulations 2017, applicable anti-terrorist legislation, the Fraud Act, the Anti Bribery and Corruption Act, the Economics Crime Bill 2022, and any subsequent or consolidated legislation enacted to address financial crime.

1.8 “Payment Transaction”, “Payment Order,” or “Order”

This refers to the transfer of funds or monetary value from “The Payer” or “The Remitter” to “The Payee” or “The Beneficiary” through our services, executed for and on behalf of the Customer.

1.9 “Payment Operations”

Refers to any activities undertaken by the Customer or PFS concerning a Payment Transaction.

1.10 “Relevant Funds”

Has the meaning assigned in Regulation 23 of PSR17 and includes (without limitation) sums received from or on behalf of a Payment Service User for the execution of a Payment Transaction, as well as sums received by a Payment Service Provider for executing a Payment Transaction on behalf of a Payment Service User.

1.11 “Bank Business Day” Refers to any day banks are open for business in the jurisdiction where a Payment Operation is conducted.

1.12 “Company Business Day”

Refers to any day on which PFS is open for business. PFS is ordinarily open on all days except Sundays, United Kingdom Bank Holidays, and other pre-announced non- business days.

1.12.1 PFS reserves the right to designate any day as closed for business and make a public announcement about it.

1.12.2  While PFS will endeavour to notify its customers of such closures through public and private channels, it cannot guarantee that every customer will be informed.

1.13 “Bank Business Hours”

Refers to the operating hours during which banks in the relevant jurisdiction conduct business on a Bank Business Day.

1.14 “Business Hour”

Refers to any period during which both the Company’s Business Hours and the Bank's Business Hours overlap.

1.15 “Company Business Hours”

Refers to the hours PFS is open for business on a Company Business Day. Currently, these hours are:

1.15.1 Monday to Friday: 9:00 AM to 5:30 PM

1.15.2 Saturday: 9:00 AM to 4:00 PM

1.15.3 These hours are subject to change; the most up-to-date information will be available on the PFS website.

1.16 “Business Day”

Refers to any day that qualifies simultaneously as a Bank Business Day and a Company Business Day.

1.17 “DHM Format”

Refers to a representation of a period in terms of Days, Hours, and Minutes. In this format, a period is defined by the sum of whole Days plus the additional Hours and Minutes. For example, “1D 3H 50M” represents one day, three hours, and fifty minutes.

1.18 “Business Time”

Refers to measuring a period using a Business Day (as defined in Section 1.10) for a day; an Hour corresponding to one hour within the defined Business Hours; and a Minute corresponding to one minute within a Business Hour.

1.19 “Bank Transfer”

Refers to a method of payment that utilises a national Real Time Gross Settlement System—directly or indirectly—to credit or debit an account held with a Payment Service Provider (PSP) that participates (directly or indirectly) in the national payment system.

1.20 “Profile” or “Customer Profile”

Refers to all information provided by the Customer that PFS maintains.

1.21 “Account”

Refers to a Payment Account held by one or more Payment Service Users to execute Payment Transactions.

1.22 “Payment Service Provider” or “PSP”

Refers to any business entity that provides payment services to enable a Payment Service User to make or receive payments. This includes, without limitation, Credit Institutions (such as Banks and Building Societies), E-money Institutions, Payment Institutions, governmental bodies, Post Offices, Giro Institutions, and Central Banks.

1.23 “Onboarding”

Refers to the process by which a new business relationship is established between PFS and the Customer.

1.24 “AML”

Refers to Anti-Money Laundering measures and requirements.

1.25 “CTF”

Refers to measures and regulations implemented to counteract the financing of terrorism (Counter-Terrorism Financing).

1.26 “FCA”

Refers to the Financial Conduct Authority, the regulatory body for financial services in the United Kingdom.

1.27 “HMRC”

refers to the His Majesty’s Revenue and Customs of the United Kingdom

1.28 “ICO”

This refers to the Information Commissioner’s Office, the independent authority

established to uphold information rights in the United Kingdom.

1.29 “MSB”

Refers to a Money Service Business.

1.30 “Agent” or “Authorised Agent”

Refers to any legal entity that PFS has authorised to act on its behalf in relation to the Customer.

1.31 “Authorised User”

Refers to any third party nominated by the Customer to act on the Customer’s behalf in relation to the Customer’s relationship with PFS.

1.32 “Authentication Instrument”

Refers to the protocols and mechanisms agreed upon between PFS and the Customer that allow PFS to verify the identity of individuals and confirm the authenticity of the instructions provided.

1.33 “Peer-to-Peer (P2P) Payment”

Refers to a method of settling Payment Transactions where funds are transferred directly between payment accounts managed by different parties rather than through a centralised account held by The Company.

1.34 “US Person”

For the purposes of these Terms of Use, a “US Person” means:

1.34.1 an individual who is a US citizen (including minor children) or a lawful permanent resident (green card holder); and

1.34.2 an entity, including corporations, partnerships, limited liability companies formed in the United States, as well as trusts or estates established under US law, or any other entity not considered a “foreign person” as determined by applicable regulations.

 

2. ABOUT US

2.1 Incorporation and Registered Address

The Company is incorporated under the laws of England and Wales under company number 10805038 and is registered at 197E Hagley Road, Birmingham, B16 9RD, United Kingdom.

2.2 FCA Registration

The Company is authorised and registered by the Financial Conduct Authority (FCA) under PSR17 to provide payment services activities as a Small Payment Institution ("SPI"). Our FCA Firm Reference Number is 812820.

2.3 HMRC AML Registration

The Company is registered with Her Majesty’s Revenue and Customs (HMRC) for AML Supervision under MLR17 for Money Service Business (MSB) activities, with registration number XXML00000163487.

2.4 ICO Registration

The Company is registered with the Information Commissioner’s Office (ICO) under

the Data Protection Act 2018 (DPA18) with registration reference number ZA906128.

2.5 Trading Names

PFS operates under the trading names “UK Exchange” and “Sarafi UK انگلستان یف صرا.”

2.6 Authorised Agents and Additional Trading Names

PFS also provides its services through authorised agents that may operate under different trading names. For example, PRIMORES GROUP LTD trades under the name ”صرا یف برتر Bartar “Sarafi.

 

3. SERVICES

3.1 Acceptance of Terms

By initiating use of the Company’s Services, the Customer acknowledges and agrees to be bound by these Terms of Use. The Customer is strongly advised to read these Terms of Use carefully before accessing or using the Services.

3.2 The Company’s Services include, without limitation, the following:

 3.2.1 FX Payment: The transfer of funds from a Payer located in one country to a Payee located in another country generally involves converting currency.

3.2.2 Currency Exchange: The conversion of funds from one currency to another.

3.3 Payment Transactions

The delivery of the Services listed in Section 3.2 constitutes the execution of “Payment Transactions” as defined in these Terms.

3.4 No Provision of Advice

The Company does not provide advice regarding the merits of any proposed Service or taxation advice. Although the Company or its Agents may occasionally provide information, the Customer must not consider any such information or comments as advice. The Customer is solely responsible for relying on its independent judgment when using the Services.

3.5 Relationship with Authorised Agents

Services provided through authorised agents are deemed to be provided by PFS. Accordingly, such services are subject to these Terms of Use and all representations, warranties, and disclaimers contained herein.

 

4. SUBJECT

4.1 Parties

The Parties to these Terms of Use are the Customer and the Company. In addition, for each Payment Transaction, the individuals or entities executing the transaction are considered participants, subject to the provisions herein.

4.2 Scope and Purpose

These Terms of Use set out the rights, obligations, and issues governing the use of the Company’s services, including onboarding, operating, and closing the Payment Account, as well as any other related services referenced herein. They form the entire legal relationship between the Customer and the Company and serve as the framework contract within the meaning of PSR17.

4.3 Duration and Delivery

These Terms of Use are concluded for an indefinite term and may be terminated in accordance with the Termination clause set out below. Upon request, these Terms shall be provided to the Customer in hard copy or via any other appropriate medium.

4.4 Amendments

The Company reserves the right to amend or update these Terms of Use from time to time in accordance with applicable law. Any material changes will be communicated to the Customer via an appropriate communication channel and will take effect 30 days after notification. Continued use of the Services following the effective date of any changes constitutes acceptance of such amendments.

 

5. USING SERVICES THROUGH AUTHORISED AGENTS

5.1 Authorised Agents’ Promotional Activities

Authorised Agents promote and market the Services of The Company using their own trading names, websites, social media channels, and contact details.

5.2 Applicability of Terms

The same Terms of Use govern all services rendered through The Company’s

authorised Agents. Consequently, the Terms outlined herein govern the Customer’s business relationship with The Company, regardless of whether the Services are accessed directly or via an authorised Agent.

5.3 Agent Representation and Direct Contact

When using The Company’s Services through an authorised Agent, the Agent will, unless the Customer has agreed otherwise, act on the Customer’s behalf in managing the business relationship with The Company. Notwithstanding, the Customer may contact The Company directly at any time and is under no obligation to restrict communication solely to the Agent(s).

5.4 Compensation and Pricing Variations

Authorised Agents receive compensation based on the volume of Payment Transactions initiated by Customers. Accordingly, the pricing for Services may vary between different Agents.

5.5 Supervision of Agents

The Company supervises its authorised Agents to ensure that they adhere to The

Company’s policies, procedures, and quality standards for the delivery of Services.

5.6 Notification of Agent Authorisation Discontinuation

If an Agent’s authorisation is discontinued, The Company will inform the Customer as soon as possible using the contact details registered in the Customer’s Account Profile. The Company remains fully responsible for all transactions initiated through authorised Agents, even during the transition of agent authorisation status. Customers will be notified immediately of any changes and provided an alternative means to complete transactions.

5.7 Limitation of Liability for Discontinued Agents

The Company is not liable for any issues arising from the use of Agents that are no longer authorised.

5.8 Continuity of Service

If an authorised Agent is no longer recognised, the Customer’s Account will remain active, and the Customer may continue to use The Company’s Services directly.

 

6. INITIATING A PAYMENT TRANSACTION

6.1 Order Placement and Authorisation

The Customer may provide The Company with electronic, oral, or written instructions for a Payment Transaction (the “Order”). The Customer may authorise a third party (an “Authorised User”) to issue Orders on its behalf. The Company is entitled to act upon instructions that appear to be issued either by the Customer or any Authorised User.

6.2 Order Acknowledgement and Confirmation

Upon receipt of an Order, if The Company is willing to accept the Order, it shall agree with the Customer—either electronically or orally—on the terms under which it will execute the Order. Thereafter, The Company shall transmit an Client Consent(the “Order Confirmation”) electronically to the Customer, confirming the details of the Order.

6.3 Required Information in the Order Confirmation

A Client Consent shall include the following information:

6.3.1 Pay-in Amount

The currency and the total amount the Payer must pay. This amount is calculated by adding the applicable commission and deducting any discount from the Principal Amount.

6.3.2 Pay-out Amount

The currency and total amount that The Company is obligated to pay to the Payer upon execution of the Order.

6.3.3 Principal Amount In

The currency and amount being exchanged from the Payer’s perspective.

6.3.4 Principal Amount out

The currency and amount resulting from converting the Principal Amount In.

6.3.5 Offer Rate

The exchange rate converts the Principal Amount Into the Principal Amount Out.

6.3.6 Commission

The fees charged for executing the Order.

6.3.7 Discount

Any discount applied as a result of a promotional offer by The Company.

6.3.8 Valid Period

The period within which the Payer must settle the Pay-in Amount in full. This period shall be displayed in DHM Format.

6.3.9 Settlement Period

The period within which The Company must effect payment to the Payee.

6.3.10 Beneficiary

The legal entity designated to receive the payment.

6.3.11 Remitter

The legal entity who is making the payment.

6.3.12 Pay-out Method

The method by which payment will be made to the Beneficiary.

6.3.13  Beneficiary Bank details

Where the Pay-out Method is “Bank Transfer,” the Beneficiary’s bank account

information will be included.

6.3.14 Registration Date

The date on which the Order was registered.

6.3.15 Client Details

The full legal name of the Customer, the Client number (or reference number), mobile number, and address.

6.3.15.1 If the Customer’s instruction is received via an Authorised User, the Authorised User shall be identified as the Signatory or Guardian. In the case where the Customer is under 18, the legal guardian is deemed the Authorised User.

6.3.16 Ultimate Remitter

The legal entity on whose behalf the Remitter is making the payment.

6.3.17 Ultimate Beneficiary

The legal entity for whose benefit the Beneficiary receives the payment.

6.3.18 Service Terms and Conditions: Specific terms and conditions applicable to the Service, as further described in clause6.4.

6.4 Order Status and Processing

Once The Company receives an Order instruction, an Order is created for the

Customer with “Registered” status. The Customer may only amend the Order in this status. Upon acceptance, the Order’s status is changed to “Submitted.” A Submitted Order may not be amended.

6.5 Specific Terms and Conditions

Certain Services The Company provides may be subject to specific Terms and Conditions not encompassed by these General Terms and Conditions. Such Specific Terms and Conditions may be necessitated by regulatory requirements or commercial constraints related to the jurisdictions and payment methods involved in that Service. If the Specific Terms and Conditions contradict the General Terms and Conditions (this document), the Specific Terms and Conditions prevail.

6.6 Notification of Specific Terms

Suppose specific Terms and Conditions apply to the Customer's intended service. In that case, The Company will inform the Customer of these Terms and Conditions before the Customer’s acceptance and submission of the Order.

6.7 Compliance and Order Approval

After an Order is submitted, The Company will conduct all necessary checks to ensure compliance with applicable rules and regulations. The Company may require additional information or documentation from the Customer before approving the Order. The Company reserves the right to reject an Order at this stage without providing any explanation to the Customer.

 

7. AUTHORISATION & AUTHENTICATION

7.1 General Principle

The security, integrity, and validity of all Payment Transactions depend on robust authorisation and authentication procedures. The Company employs specific measures to ensure that each Payment Transaction is both authorised and authenticated by the Customer. Transactions that do not satisfy these requirements will be deemed void, and any payments received in respect thereof will be refunded to the originating account (which may take up to 6 weeks).

7.2 Authorisation Methods

The Company uses the following methods for authorising a Payment Transaction:

7.2.1 Client Consent via Electronic Signature

7.2.1.1 The Client Consent document is sent to the Customer’s registered

email address.

7.2.1.2 The signed Client Consent evidences the Customer’s authorisation for the Payment Transaction.

7.2.2 Client Consent via WhatsApp and Email

7.2.2.1 Alternatively, the Client Consent may be sent via WhatsApp to the

Customer’s registered telephone number and/or via email.

7.2.2.2 This consent includes detailed payment instructions, directing the Customer to include the consent reference number in their payment reference.

7.2.2.3 Upon receipt, the Company verifies that the payment is made by the named Payer and contains the correct reference number. If both conditions are satisfied, the Payment Transaction is considered authorised.

7.3 Authentication Methods

To authenticate the Customer and verify their identity, the Company employs the following methods:

7.3.1 Knowledge-Based Verification (KBV)

7.3.1.1 The Customer may be required to confirm specific information previously provided to The Company.

7.3.1.2 This verification step ensures that the individual requesting the transaction is the legitimate account holder.

7.3.2 PassPhrase Verification

7.3.2.1 The Customer is also required to authenticate using a pre-established PassPhrase.

7.3.2.2 During the transaction process, the Customer will be asked to provide three random digits from their passcode.

7.3.2.3 This verification further ensures the authenticity of the Customer’s

instruction.

7.4 Consequences of Failing Authorisation or Authentication

If a Payment Transaction does not meet the established authorisation and authentication requirements, it will be deemed void. Payments received for such transactions will be refunded to the originating account. The refund process may take up to 6 weeks, particularly if additional compliance measures are required.

7.5 Amendments to Authorisation and Authentication Procedures

The Company reserves the right to amend or update its authorisation and authentication procedures in line with evolving security standards, technological advancements, and regulatory requirements. Any such changes will be communicated to the Customer through the appropriate channels.

 

8. PAYMENT OBLIGATIONS

8.1 Processing Responsibility and Transfer of Liability

The Company is only responsible for funds while a Payment Transaction is being processed. Liability for funds remains with the Customer prior to the commencement of a Payment Transaction and reverts to the Customer immediately upon the

completion of the Transaction. For the purposes of these Terms, “completion” shall mean the point at which all payments have been made, confirmed, and settled between the relevant PSPs.

8.2 Customer Payment Obligations

The Customer shall ensure that all payments due to The Company under these Terms of Use are paid in full and on time. Failure to make payments may result in additional charges, interest, or suspension of access to The Company’s services as set forth in these Terms or related documents.

8.3 Role as Payment Intermediary

The Customer acknowledges that The Company operates solely as a payment intermediary. Accordingly, The Company makes no representations or assurances regarding the quality, safety, or legality of any product or Service purchased using funds transferred through its services.

8.4 Third-Party Payment Service Provider (PSP) Fees and External Circumstances

The Company shall not be liable for any fees or charges imposed by any PSP on the Payer or the Payee in connection with making or receiving payments. In addition, any delays, additional charges, or interruptions arising from actions by PSPs or from circumstances beyond The Company’s control (including force majeure events) are not the responsibility of The Company.

8.5 Costs Arising from PSP Transactions

Any cost or fee incurred by The Company’s PSP in relation to the receipt or disbursement of funds shall not be the Customer's responsibility unless otherwise agreed in writing. Similarly, the Customer shall not be held liable for costs incurred by The Company’s PSP due to actions by third-party PSPs associated with the Customer’s Payer or Payee.

8.6 PSP Actions and Limitations of Liability

The Company shall bear no liability for any adverse actions taken by the PSPs of the Payer or Payee with respect to funds transferred to or from The Company. Such actions include, but are not limited to, freezing funds, suspending or terminating payment accounts, or imposing penalties. The Customer is advised to contact their PSP directly in the event of such actions.

8.7 Indemnification

The Customer agrees to indemnify and hold harmless The Company from and against any claims, fees, or losses arising from PSP actions, charges, or other costs incurred in connection with the provision of Services under these Terms, except where such costs result directly from The Company’s failure to comply with its obligations under these Terms.

8.8 Complaints and Refunds

Any complaints regarding fees, charges, or refunds associated with Payment

Transactions shall be addressed in accordance with The Company’s complaint- handling procedures. Notwithstanding the foregoing, any funds received for a Payment Transaction that does not meet the authorisation or authentication requirements will be deemed void and refunded to the originating account, subject to any necessary compliance review. Refunds may take up to 6 weeks to process.

8.9 Peer-to-Peer Payment Responsibilities

(Note: See also Section 1.32, "Peer-to-Peer (P2P) Payment.")

In circumstances where Payment Transactions are, in whole or in part, settled using Peer-to-Peer (P2P) Payments—even if not exclusively—a special responsibility falls upon the Customer:

8.9.1 The Customer must verify that funds have been received in the designated Beneficiary account and must file a complaint within 1 Business Day after the Order is completed.

8.9.2 If no complaint is received within this timeframe, the Payment Transaction shall be deemed settled.

8.9.3 The Company shall not accept any liability for actions or decisions taken by the Payer or any intermediaries involved in P2P Payments.

8.9.4 The use of P2P Payments may result from operational limitations or regulatory restrictions, and while The Company will make all reasonable efforts to avoid employing this method, these responsibilities are imposed when such a method is used.

8.10 Settlement and Payment Processing

8.10.1 The Pay-out Amount shall be credited to the designated bank account by the end of the Settlement Period. For clarity, the Settlement Period begins once The Company confirms that it has collected the full amount due from the Payer.

8.10.2 If any issues (such as formatting or compliance irregularities) are detected with a payment order, the Transaction may be placed on hold. Any period during which a Transaction is on hold will not be counted as part of the overall Settlement Period. In such cases, The Company will endeavour to inform the Customer and resolve the issue as promptly as possible.

8.11 Bank Processing and Cut-Off Times

The Company shall not be responsible for any delays in payment attributable to the late arrival of funds or payment instructions caused by the bank's cut-off times or processing schedules at which the Customer’s payment account is maintained.

 

9. PROFILE MAINTENANCE

9.1 Accuracy and Timely Updates

The Customer must ensure that all information provided or uploaded to their profile— whether during onboarding or thereafter—is accurate, truthful, and kept up to date.

Failure to update such information promptly may affect the Customer’s ability to access or use The Company’s Services. The Customer is required to notify The Company in writing of any changes within one month of those changes.

9.2 Verification, AML/CFT Compliance, and Data Protection

In accordance with applicable AML/CTF obligations and internal procedures, The Company may, at any time, request that the Customer confirm the accuracy of their information or provide supporting documentation. The Company will manage all Customer information in accordance with its privacy and data protection policies. The Company shall not be liable for any loss or damage resulting from the Customer’s failure to update or accurately maintain their information.

9.3 Legality of Provided Details

The Customer must not provide or authorise the use of any name, bank account, or credit card unless the Customer is legally entitled to use such details. Any use of unauthorised information may result in service restrictions or termination of the Customer’s account.

9.4 Communication of Reports and Notices

All reports, statements, notices, and other communications will be transmitted

electronically via WhatsApp, SMS, postal mail, or the Customer’s registered email address. Communications sent by The Company shall be deemed transmitted at the time they are posted or sent and deemed delivered to the Customer.

9.5 Updated Contact Details and Consequences of Non-Compliance

The Customer must maintain current and correct contact details. If The Company is unable to contact the Customer using the information provided, The Company will make repeated reasonable attempts to reach the Customer. Should these attempts fail, The Company reserves the right to terminate any pending Transaction(s) without prior notice. Such termination is without prejudice to any other remedies available to The Company, and any losses incurred as a result of outdated or inaccurate information shall be the responsibility of the Customer.

 

10. PROHIBITED TRANSACTIONS

10.1 General Prohibition

Any Payment Transaction that violates any applicable law, statute, ordinance, or regulation is strictly prohibited. The Company reserves the right to suspend or refuse any Payment Transaction that, in its sole discretion, appears to violate such legal requirements.

10.2 Prohibition on Commercial Transactions

Any Payment Transaction that constitutes a commercial transaction for profit motives may be subject to additional scrutiny. For these purposes, a “commercial transaction” is an exchange of goods, services, or financial instruments between business entities with the intent of generating economic gain or profit. This includes, without limitation, the buying or selling of financial instruments, securities, or investment products governed by contractual or investment agreements. The Company may investigate and, if necessary, restrict or prohibit such transactions.

10.3 Additional Prohibited Categories

The Company reserves the right, in its sole discretion, to amend or expand the list of prohibited transactions. Such amendments may be incorporated through updates to these Terms of Use or by reference to a separate acceptable use policy published on The Company’s website. Customers will be notified of material changes in accordance with our communications procedures.

10.4 Restriction on Transactions Involving US Persons

Any Payment Transaction involving a US Person—whether as the Payer, the Payee, or any party to the transaction—is prohibited. (For the definition of “US Person,” see Definition 1.33.)

10.5 Customer Representation and Warranty

By accepting these Terms of Use, the Customer represents and warrants that all Payment Transactions initiated by them do not fall under the categories of prohibited transactions as described in this Section. The Customer further acknowledges that any breach of these prohibitions may result in immediate suspension or termination of their access to The Company’s Services, as well as any other remedies provided by law.

 

11. INCORRECTLY EXECUTED PAYMENT TRANSACTIONS

11.1 Cancellation and Refund Requests

If, after providing authorisation for a Payment Transaction, the Customer discovers that the payment details authorised are incorrect, the Customer may request a cancellation of the Payment Transaction. Such a request must be made promptly and before the Transaction reaches a point of no return (i.e. before final execution or payout). The Company will use all reasonable efforts to cancel the Payment Transaction if cancellation remains possible. However, once the Transaction has advanced beyond a reversible stage, cancellation cannot be guaranteed. In the event a

Payment Transaction is cancelled due to incorrect details or a non-existent Beneficiary account, any refund provided will be subject to a cancellation fee of up to 10% of the Transaction amount.

11.2 Customer Liability for Unauthorized Transactions

The Customer is responsible for, and shall be liable for, any losses incurred as a result of unauthorised Payment Transactions arising:

11.2.1 from the use of a lost or stolen Authentication Instrument or

11.2.2 if the Customer fails to protect the personalised security features of the Authentication Instrument from misappropriation.

11.3 Additional Responsibility for Security Non-Compliance

The Customer shall be liable for all losses incurred in connection with an unauthorised Payment Transaction where the Customer:

11.3.1 has acted fraudulently; or

11.3.2 has failed to comply with its security obligations, including but not limited to those detailed in Sections 7 and 8.

11.4 Refunds for Company Error

In the case of a transfer that was incorrectly executed due to an error by The

Company, The Company shall, upon the Customer’s request, immediately refund the

payment amount—including all fees deducted at that point—provided that:

11.4.1 the incorrect execution did not arise from the Customer’s failure to safeguard

their Account Credentials; and

11.4.2 the Customer disputes and notifies The Company of the unauthorised or incorrectly executed Transaction within five working days from the Transaction date.

If either condition is not met, this provision shall not apply, and the Customer shall remain liable for all losses.

11.5 No Liability for Beneficiary Actions

The Company shall not be liable for:

11.5.1  any refusal by the designated Beneficiary to accept a Payment Transaction, nor any delays or failures resulting therefrom; and

11.5.2 any instance in which the Payee returns funds received via a Payment Transaction (whether on the same day or at any later date) to the originating account. In such cases, The Company shall have no obligation to reverse or reinitiate the Payment Transaction, and the Customer accepts full responsibility for any consequences arising from such actions by the Beneficiary or Payee.

11.6 Limitation of Liability

The Company’s total liability under these Terms of Use shall, in all circumstances, be limited to the total fees paid by the Customer for the relevant Payment Transaction, except where such liability arises from the Company’s negligence, fraud, or failure to comply with applicable regulatory obligations. 

 

12. REFUND PROCEDURE

12.1 Scenarios Requiring a Refund

A refund shall be processed by The Company under the following circumstances:

12.1.1 Failed Payment Transaction:

A Payment Transaction shall be deemed failed—and eligible for a refund—if:

12.1.1.1 he Customer withdraws consent for the processing of the Payment Transaction before final execution; or

12.1.1.2 The Payment Transaction fails to be executed by The Company because it either: (i) violates these Terms of Use; or (ii) is rejected due to the Beneficiary account being unable or unwilling to accept the payment (excluding cases where funds are voluntarily reverted by the Beneficiary).

12.1.2  Erroneous Payments Received by The Company

A refund shall be processed if funds are received by The Company under circumstances including:

12.1.2.1 the absence of a corresponding valid Payment Instruction; or

12.1.2.2 a Payment Transaction that deviates from the authorised Payment Instructions provided by the Customer.

12.2 Processing Refunds for Failed Payment Transactions

When a Payment Transaction fails as described in Section 12.1.1, The Company shall undertake the following steps to process a refund:

12.2.1 The Company shall create a new Payment Transaction to transfer the amount due back to the Payer.

12.2.2 If the failed Payment Transaction involved currency exchange, the new Payment Transaction shall convert the amount due back to the original currency paid by the Payer.

12.2.3 The new Payment Transaction will be subject to the same procedures and conditions as any other Payment Transaction governed by these Terms.

12.2.4 Prior to initiating the new Payment Transaction, The Company will contact the Payer to obtain the correct account details for receiving the refund.

12.2.4.1 If the Payer fails to supply the correct account details, or if The Company determines that the provided details do not belong to the appropriate entity, the new Payment Transaction will not be initiated, and the failed Payment Transaction will remain pending.

12.2.4.2 If the Payer does not provide the required account details within 7 days, The Company will make reasonable efforts to obtain such information independently and process the new Payment Transaction accordingly.

12.2.4.3 If, after all reasonable attempts, The Company is unable to obtain the Payer’s correct account information, the funds due to the Payee from the failed Payment Transaction will be held in a segregated account until the required details are provided.

12.3 Proccessing Time

All refunds, including those for unauthorised or incorrectly executed transactions, shall be processed within a maximum of 6 weeks unless otherwise specified in these Terms. Where applicable, customers will be informed of the refund status within 15 business days.

 

13. GOVERNING LAW AND JURISDICTION

13.1 These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales.

13.2 The Customer and The Company irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with these Terms of Use or the provision of The Company’s Services.

 

14. TERMINATION

14.1 General Termination of Terms of Use

These Terms of Use shall remain in effect until terminated by either party. The Company may terminate these Terms of Use at its discretion by providing the Customer with reasonable notice. Termination of these Terms of Use:

14.1.1 Shall not affect any Payment Transactions or obligations that were completed or incurred prior to termination;

14.1.2 Shall not release either party from obligations explicitly intended to survive termination, including but not limited to confidentiality, liability, or compliance-related obligations.

14.2 Termination or Suspension of Profile

The Company reserves the right to suspend or terminate the Customer’s Profile

without prior notice if:

14.2.1 The Customer breaches any condition of these Terms of Use;

14.2.2 The Customer violates, or The Company has reasonable grounds to believe that the Customer may have violated, any applicable law, regulation, or regulatory requirement in connection with their use of The Company’s services;

14.2.3 The Company has reasonable grounds to believe that the Customer is engaged in fraudulent activity, money laundering, terrorism financing, or any other criminal activity;

14.2.4 It becomes unlawful, or The Company reasonably believes it may become unlawful, to continue providing services to the Customer; or

14.2.5  A regulatory body or other competent authority requests or requires The

Company to suspend or terminate the Customer’s Profile or stop a transaction, whether such a request is legally binding or deemed necessary at The Company’s discretion for regulatory or risk management purposes.

14.3 Notice of Termination or Suspension

Where reasonable and lawful, The Company shall notify the Customer of the termination and provide a brief explanation. Immediate termination without notice is permitted only where required by law, regulation, or in cases of significant risk to the Company or its customers.

14.4 Customer's Right to Terminate

The Customer may terminate these Terms of Use at any time by providing written notice to The Company, subject to:

14.4.1 The settlement of any outstanding Payment Transactions; and

14.4.2  Compliance with any obligations resulting from prior use of The Company’s

services.

14.5 Survival of Terms

Any provision of these Terms of Use that, by its nature, is intended to survive termination shall remain in effect, including but not limited to provisions regarding confidentiality, limitations of liability, dispute resolution, and governing law.

 

15. INDEMNIFICATION

15.1 Customer Obligation to Indemnify

The Customer agrees to indemnify, defend, and hold harmless The Company, its employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorney’s fees) arising out of or in connection with:

15.1.1 The Customer’s failure to fulfil any of their obligations under these Terms of

Use or other agreements with The Company;

15.1.2 Any inaccuracy or misrepresentation in any statement, information, or documentation provided by the Customer to The Company;

15.1.3 The Customer’s breach of any applicable laws, regulations, or third-party rights

in connection with their use of The Company’s services; and

15.1.4 Any action taken by The Company to enforce these Terms of Use or recover amounts owed by the Customer.

15.2 Scope of Indemnity

The indemnity provided by the Customer under this Section extends to all direct and indirect damages, losses, or expenses incurred by The Company, including those resulting from third-party claims related to the Customer’s actions or omissions.

15.3 Notification and Cooperation

The Company will notify the Customer of any claim or proceeding to which this indemnification obligation applies. The Customer agrees to cooperate fully in the defence of any such claim or proceeding, provided that The Company reserves the right to assume exclusive defence and control of the matter if it deems necessary.

15.4 Survival of Indemnity

The provisions of this Section 15 shall survive the termination of these Terms of Use and remain enforceable as long as any related claims or liabilities subsist.

 

16. SEVERABILITY

16.1 If any provision of these Terms of Use is found to be invalid, illegal, or unenforceable under applicable law, such provision shall be severed from the remainder of these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

 

17. PRIVACY AND DATA PROTECTION

17.1 Commitment to Data Protection

The Company is committed to protecting the privacy and personal data of its Customers in accordance with applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. The Company processes personal data lawfully, fairly, and transparently to deliver its services and comply with legal obligations.

17.2 Collection and Use of Personal Data

The Company collects, processes, and uses personal data solely for purposes that are necessary to:

17.2.1 Perform contractual obligations to the Customer;

17.2.2 Comply with legal and regulatory requirements, including anti-money laundering (AML) and counter-terrorism financing (CTF) laws;

17.2.3 Improve and enhance the Company’s services; and

17.2.4 Communicate with the Customer regarding their account, transactions, and services.

17.3 Consent and Legitimate Interests

The Customer acknowledges and agrees that their personal data may be processed based on:

17.3.1 Their consent, where required;

17.3.2 The necessity of processing to perform a contract with the Customer; or

17.3.3 The Company’s legitimate interests, such as fraud prevention, service improvement, and ensuring network and information security.

17.4 Sharing and Disclosure of Data

The Company will only share the Customer’s personal data with:

17.4.1 Third-party service providers and agents who assist in delivering services, provided they are bound by confidentiality and data protection obligations;

17.4.2 Regulatory authorities, law enforcement agencies, or other third parties as required by law or regulation; and

17.4.3 Other parties with the explicit consent of the Customer. 

17.5 Data Security

The Company employs appropriate technical and organisational measures to protect personal data against unauthorised access, loss, alteration, or disclosure. This includes encryption, secure data storage, and regular security assessments.

17.6 Customer Rights

The Customer has the following rights regarding their personal data:

17.6.1 Access: The right to access personal data held by The Company.

17.6.2 Rectification: The right to request corrections to inaccurate or incomplete personal data.

17.6.3 Erasure: The right to request deletion of personal data, subject to legal or regulatory obligations requiring retention.

17.6.4 Restriction: The right to restrict processing under certain circumstances.

17.6.5 Objection: The right to object to processing based on legitimate interests or direct marketing.

17.6.6 Data Portability: The right to receive personal data in a structured, commonly used, and machine-readable format.

17.7 Retention of Data

The Company retains personal data for as long as necessary to fulfil contractual and legal obligations or other legitimate business purposes. Retention periods are defined in the Company’s Data Retention Policy, which complies with regulatory requirements.

17.8 International Data Transfers

Where the Company transfers personal data outside the United Kingdom, such transfers are conducted in compliance with applicable data protection laws and are subject to appropriate safeguards, such as Standard Contractual Clauses (SCCs) or other approved mechanisms.

17.9 Privacy Policy

The Company’s Privacy Policy, which is accessible on the Company’s website, provides further details on how personal data is collected, processed, and protected. By accepting these Terms of Use, the Customer acknowledges that they have read and understood the Privacy Policy.

17.9.1 The Company will produce and maintain a Privacy Policy, which will be publicly available on the Company website (https://pfs.ltd/privacy-policy). If the Privacy Policy conflicts with these Terms of Use, the Terms of Use will prevail.

 

18. SAFEGUARDING CLIENT FUNDS

18.1 Commitment to Safeguarding

The Company is committed to employing practices and financing methodologies that safeguard client funds to the greatest extent practicable. This includes ensuring that client funds are processed securely and transparently during Payment Transactions.

18.2 Legal Safeguarding Obligations

As a small payment institution (SPI) under the Payment Services Regulations 2017 (PSR17), The Company is not required to safeguard client funds under the safeguarding provisions prescribed in PSR17. By opting out of these safeguarding requirements, The Company does not maintain segregated accounts or safeguarding arrangements for client funds.

18.3 Insolvency Disclaimer

Clients are advised that, due to the absence of formal safeguarding measures, funds held by The Company may not be protected against The Company’s insolvency. In the event of insolvency, client funds may be treated as part of The Company’s assets and may not be recoverable in full.

18.4 Risk Acknowledgement

By accepting these Terms of Use, the Customer acknowledges and accepts the following:

18.4.1 Funds held by The Company during the execution of Payment Transactions are not safeguarded as defined under PSR17;

18.4.2 There is a risk that funds may not be fully recoverable in the event of The

Company’s insolvency; and

18.4.3 The Customer remains responsible for assessing the suitability of The

Company’s services in light of these risks.

18.5 Transparency and Compliance

While not required to safeguard funds under PSR17, The Company is committed to conducting its operations in compliance with all applicable legal and regulatory requirements to protect the integrity of client funds during normal business operations.

 

19. COMPLAINT HANDLING

19.1 Commitment to Resolving Complaints

The Company is committed to delivering high-quality services. If you are dissatisfied with any aspect of our service, you may register a complaint, and we will make every effort to resolve the issue promptly and effectively.

19.2 Definition of a Complaint

For the purposes of this section, a complaint is defined as any oral or written expression of dissatisfaction, whether justified or not, from or on behalf of a Customer, relating to the provision of, or failure to provide, a financial service. This includes any situation where the complainant alleges that they have suffered, or may suffer, financial loss, material distress, or material inconvenience.

19.3 How to Register a Complaint

Complaints can be registered through the following methods:

19.3. Email: Send your complaint to complaints@pfs.ltd

 19.3.2 Writing: Address your complaint in writing to: 

UK Exchange

197E Hagley Road Birmingham West Midlands B16 9RD

UNITED KINGDOM

19.3.3 Telephone: Contact us at +44 (0) 3333 446 307.

19.4 Complaint Handling Procedure

19.4.1  Acknowledgment and Initial Response:

Upon receipt of your complaint, The Company will acknowledge the complaint and provide an initial response. This will include a unique reference number for your complaint and the name or title of the person handling your case.

19.4.2  Timelines for Resolution:

19.4.2.1 The Company will endeavour to provide a full response to your complaint within 15 business days of receiving it.

In exceptional circumstances, where it is not possible to provide a full response within this timeframe, The Company will send you a holding reply explaining the delay and specifying the expected date of resolution, which will be no later than 35 business days from the date of receipt.

19.4.3 Final Response:

A complaint will be considered resolved once The Company has sent a final response addressing all points raised and the complainant has accepted this response in writing.

19.5 Escalation Process

If you are not satisfied with the resolution of your complaint, you may escalate your complaint as follows:

19.5.1 Financial Ombudsman Service (FOS):

You can contact the Financial Ombudsman Service if your complaint is eligible under its jurisdiction. Contact details are:

19.5.1.1           Address: Financial Ombudsman Service, Exchange Tower, London, E14 9SR

19.5.1.2           Website: www.financial-ombudsman.org.uk

19.5.1.3           Email: complaint.info@financial-ombudsman.org.uk

19.5.1.4           Phone: 0800 023 4567 or 0300 123 9123

19.5.2 Data Protection Complaints:

If your complaint relates to data protection, and The Company cannot provide a final response within one calendar month, you may escalate your complaint to the Information Commissioner’s Office (ICO):

19.5.2.1           Address: Wycliffe House, Water Lane, Wilmslow, Cheshire, SK9 5AF, United Kingdom

19.5.2.2           Website: https://ico.org.uk

19.5.2.3           Email: casework@ico.org.uk

19.5.2.4           Phone: +44 (0) 303 123 1113

19.6     Record-Keeping

The Company will maintain a record of all complaints received, including:

19.6.1  The name of the complainant;

19.6.2  The substance of the complaint; and

19.6.3  Any correspondence or records relating to the complaint, including details of any redress offered or actions taken.

These records will be retained for a period of five years from the date the complaint is resolved, in compliance with PSR17 requirements.

19.7 Contact Point for Complaints

The Compliance Officer is designated as the primary contact point for all complaints. Customers may contact the Compliance Officer using the methods outlined in Section 19.3.

19.8 Language of Communication

All complaints will be handled in English unless otherwise agreed upon between The Company and the Customer.

19.9 Monitoring and Continuous Improvement

The Company will regularly review its complaint handling procedures to ensure compliance with applicable laws and regulations and to improve the quality of its services.

 

20. ASSIGNMENT

20.1 Assignment by The Company

The Company may assign, transfer, or delegate any of its rights or obligations under these Terms of Use to any third party, including but not limited to affiliates, successors, or acquirers, without the prior consent of the Customer. The Company will provide notice of any such assignment where it materially affects the Customer’s rights or obligations under these Terms.

20.2 Assignment by the Customer

The Customer may not assign, transfer, or delegate any of their rights or obligations under these Terms of Use without the prior written consent of The Company. Any purported assignment or transfer without such consent shall be null and void.

20.3 Binding Effect

These Terms of Use shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, and legal representatives.

20.4 No Waiver of Obligations

Assignment of any rights or obligations under these Terms of Use shall not relieve either party of its responsibility to perform obligations arising before the effective date of such assignment.

  

21. LIMITATION OF LIABILITY

21.1 To the fullest extent permitted by law, The Company shall not be liable for:

21.1.1 Any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, business, or data, arising from the use of The Company’s services;

21.1.2 Delays, interruptions, or errors resulting from events outside The Company’s control, including force majeure events or actions by third-party service providers; or

21.1.3 Any errors or inaccuracies in information provided by the Customer.

21.2 The Company’s total liability under these Terms of Use shall, in all circumstances, be

limited to the total fees paid by the Customer for the relevant Payment Transaction.

 

22. FORCE MAJEURE

22.1 The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms of Use due to circumstances beyond its reasonable control, including but not limited to:

22.1.1 Acts of God, natural disasters, or extreme weather conditions;

22.1.2 War, terrorism, civil unrest, or acts of governmental authorities;

22.1.3 Technical failures, including interruptions in telecommunications, internet, or banking systems; or

22.1.4 Strikes, lockouts, or industrial action.

22.2 In such circumstances, The Company shall make reasonable efforts to resume performance as soon as practicable.

 

23. INTELLECTUAL PROPERTY

23.1 All intellectual property rights, including but not limited to trademarks, trade names, logos, website content, and software, are owned by The Company or its licensors.

23.2 The Customer is granted a non-exclusive, non-transferable, and revocable license to use The Company’s services solely for lawful purposes in accordance with these Terms of Use.

23.3 The Customer may not copy, reproduce, distribute, or otherwise use The Company’s

intellectual property without prior written consent.

 

24. AMENDMENTS TO TERMS

24.1 The Company reserves the right to amend these Terms of Use at any time in accordance with applicable laws and regulations.

24.2 Any material changes to these Terms of Use will be communicated to the Customer via a durable medium (e.g., email or website notification) at least 30 days before the changes take effect.

24.3 Continued use of The Company’s services after the effective date of the changes

constitutes acceptance of the amended Terms.

 

25. ENTIRE AGREEMENT

25.1 These Terms of Use constitute the entire agreement between The Company and the

Customer concerning the use of The Company’s services.

25.2 They supersede all prior agreements, understandings, or representations, whether written or oral, relating to their subject matter.

 

26. NON-WAIVER

26.1 Failure by The Company to enforce any provision of these Terms of Use shall not constitute a waiver of that provision or any other provision. Any waiver shall only be effective if made in writing and signed by an authorised representative of The Company.

 

27. THIRD-PARTY RIGHTS

27.1 These Terms of Use do not create any rights enforceable by any person or entity who is not a party to them under the Contracts (Rights of Third Parties) Act 1999, except where explicitly stated otherwise.

 

28. COMMUNICATIONS AND NOTICES

28.1 All communications and notices required under these Terms of Use shall be in English and delivered via email, post, or any other durable medium agreed upon between The Company and the Customer.

28.2     Notices to The Company should be sent to:

28.2.1  Email: queries@pfs.ltd

28.2.2  Post: 

UK Exchange,

197E Hagley Road, Birmingham,

West Midlands,

B16 9RD, United Kingdom.

28.3 Notices from The Company will be sent to the contact details provided by the Customer in their Profile.

 

29. COMPLIANCE WITH SANCTIONS

29.1 The Company complies with all applicable sanctions laws and regulations. 

The Customer agrees that they will not use The Company’s services in connection with any

activities involving individuals, entities, or countries subject to sanctions, as determined by the United Nations, European Union, United Kingdom, United States, or other applicable jurisdictions.

 

30. SURVEILLANCE AND MONITORING

30.1 The Company reserves the right to monitor Payment Transactions and other activities for compliance with applicable laws, including anti-money laundering (AML) and counter-terrorism financing (CTF) regulations.

30.2 The Customer acknowledges and consents to such monitoring, which may include reporting suspicious activities to relevant authorities as required by law.

 

31. OTHER TERMS

31.1 In the event of a dispute that cannot be resolved through our complaint-handling process, both parties agree to attempt to resolve the matter through mediation before initiating court proceedings.

31.2 The Company may, from time to time, offer promotional rates or discounts. Such promotions are subject to specific terms and conditions, which will be provided at the time of the promotion.

31.3 The Customer agrees to cooperate with The Company in identifying and mitigating fraudulent or suspicious activities. This includes promptly providing information or documentation requested by The Company for compliance purposes.

31.4 The current version of these Terms of Use is effective as of 01/02/2025. A record of changes to these Terms will be maintained and made available upon request.