1. Information about us
Our app is available through the web, iOS and Android, owned and operated by Fractal Labs Limited (“we”, “our”, “us”). We are registered in England and Wales under company number 8972946 and have our registered office at Flat A, 123 Southgate Road, London N1 3JY and our trading address at WeWork Waterhouse Square, 138 Holborn, London, EC1N 2SW, United Kingdom. Our VAT number is 204122276. We are regulated by the Financial Conduct Authority as an Authorised Payment Institution (reference number 813019). You can view our registration on the Financial Services Register by visiting www.fca.org.uk/register or by contacting the FCA on 0800 111 6768 (freephone) or 0300 500 8082 or by emailing firstname.lastname@example.org. Our permitted business includes payment initiation services and account information services. We will promptly advise you if at any time this authorisation is removed or suspended.
2. Our services
Our app provides “payment initiation services”, as such term is defined in the PSRs, i.e. to initiate a payment to a third party at your request from a payment account held by you at another payment service provider, such as a bank. We will not hold your funds at any time when providing the payment initiation services. We provide you with payment initiation services, which means that we are responsible for initiating the transaction only. The provision of this service, together with any other service provided by us to you, shall be our “Services”. Some of our Services are provided free of charge, while others require payment ("Premium Services"). Our subscription fees are either charged: (i) per company on a monthly or annual basis for a set number of transactions permitted through the app, with discounts available on annual plans; (ii) based on the number of transactions facilitated through the app; or (iii) such other payment structure as we may permit from time to time.
3. Payment Initiation Services
We are regulated by the FCA as a payment initiation service provider pursuant to the PSRs, with registration number 813019. Where we perform payment initiation services, i.e. to initiate a payment from a payment account held by you to a third party, you acknowledge and agree that:
- we are providing Services to you solely as a payment initiation services provider;
- we will make a record showing all of the payments made by you using the payment initiation services, but this record will not include any sensitive payment data; and
- each month, if you have made any payments using the Services during the previous month we will send you an email containing a record of all those payments.
We shall retain copies of your payment information until the earlier of the following:
- you withdraw consent for us to retain the payment information; and
- we are required by applicable law or regulation to discard the payment information,
in which case, we shall use reasonable efforts to erase or destroy the information (unless we are required by applicable law or regulation to retain the same), or anonymise and retain the payment information, and you hereby give us permission to do the same.
Subject to us providing prior notice and providing reasons for doing so, we have the right to stop any payment instrument (which may include the security credentials that you use to access and use the Services) in the event we have reasonable grounds to suspect:
- compromised security of the payment instrument for example, that someone else other than you know the security procedures; or
- unauthorised or fraudulent use of the payment instrument.
4. Payment Initiation Process
If you choose to make a payment to a third party using the payment initiation services:
- when you decide to click ‘pay’ on the payment service provider’s page, you will be asked to select which of your eligible payment accounts you would like the payment to come from; and
- you will then be taken to your payment service provider’s website or app, where you will be asked to confirm the full details of the payment for you to check before proceeding.
You are responsible for checking that the payment details provided in accordance with clause 4 are correct before you confirm the payment by clicking ‘pay’. Once you click ‘pay’ you have given us your consent to initiate the payment transaction from your chosen payment account and this consent cannot be revoked. You can withdraw your consent to a transaction at any point before that stage by clicking the cancel button.
Your payment account provider will apply its own authentication measures in order to verify your payment which you acknowledge and agree we will rely upon.
If you have an agreed limit with your payment account provider and the payment you would like us to initiate exceeds that limit, your payment account provider will need to verify your identity before permitting the payment initiation services:
- a reference number for each transaction;
- the amount of the payment in the currency in which it was paid;
- any charges that have been applied to the payment by us and paid by you;
- where applicable, the exchange rate used on the payment and the relevant before and after figures; and
- the date that the payment order was received by the relevant payment account provider (usually the bank from which you want to make the payment).
We advise you to print a copy of the information you receive in the preceding paragraph in case the information is required for any return, warranty, tax return or any other purpose that may arise.
6. Corporate Opt-Out
You agree that we are not required to provide you with any of the information under, or to comply in any other respect with, Part 6 of the PSR and that we are not required to comply with any of the regulations referred to in regulation 63(5) of the PSR.
Notwithstanding the paragraph above, you may make a request to us for information (other than information which is already provided as part of the Services) that would ordinarily be provided under Part 6 of the PSR as if that part applied and we will use reasonable efforts to provide such information to you. You agree that the time period outlined in the second paragraph of clause 7 shall be reduced to 3 months.
7. Incorrect or Unauthorised Payments
If you suspect that an unauthorised or incorrect payment has been made using the payment initiation services, you must contact us as soon as possible by email@example.com. If there has been an incorrect or unauthorised payment from your account, then you may be entitled to a refund from your payment account provider or from us if we fail to correctly authorise a transaction. You should contact your payment account provider as soon as possible where you suspect there is an issue and in any event within 13 months of becoming aware of any unauthorised or incorrectly executed payment. You should be aware that your payment account provider may contact you directly (and not through us or our application through which you have accessed our Services) if there is an issue with a payment order submitted through us for whatever reason (for example, if there are insufficient funds or an issue with your authorisation). You may need to resolve such matters directly with your payment account provider.
Each time we initiate a payment order, we will identify ourselves to the payment service provider and communicate with all relevant parties in a secure way in accordance with technical standards that are legally required from time to time.
9. Access and registration
Access to our app is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our app without notice (see below). We will not be liable if for any reason our app is unavailable at any time or for any period.
From time to time we may restrict access to some parts of our app, or our entire app, to users who have registered with us. If you register with us, the information you provide on the registration form ("Registration Data") must be true, accurate, current and complete. You are responsible for maintaining your Registration Data to ensure that it remains accurate and up to date.
In order to access to our Premium Services you must have paid the relevant fees.
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such security information as confidential, and you must not disclose it to any third party. We will ensure such security information is treated as confidential and will ensure such security information is transmitted through safe and efficient channels.
You are responsible for making all arrangements necessary for you to have access to our app. You are also responsible for ensuring that all persons who access our app through your Internet connection are aware of this agreement, and that they comply with its terms.
10. Our app changes regularly
We aim to update our app regularly, and may change the content at any time. If the need arises, we may suspend access to our app, or close it indefinitely. Any of the material on our app may be out of date at any given time, and we are under no obligation to update such material.
11. Reliance on information posted
Commentary and other materials posted on our app are not intended to amount to advice on which reliance should be placed. Subject to the final sentence of clause 15 below, we therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our app, or by anyone who may be informed of any of its contents.
12. Our intellectual property and your licence to use the app
- our app and our Services;
- any necessary software used in connection with our app and our Services (the “Software”); and
- all content contained within or generated by our app and our Services, including but not limited to text, images, charts, graphs and other materials, and specifically including charts, graphs, spreadsheets and other content generated from your Contributions (as defined below) (together, “Content”).
- not to access the app, the Service or the Materials by any means other than through the interfaces that we provide for use in accessing the Service; or
- except as expressly authorised by us or relevant third parties, not to modify, rent, lease, loan, sell, distribute or create derivative works based on the app, our Service, the Software or the Content, in whole or in part.
- was lawfully known by us before receiving it from you;
- is received by us from a third party without knowledge of breach of any obligation owed to you;
- is expressly authorised by you to be shared with, or disclosed to, third parties; or
- was independently developed by us without reference to your information.
- any use or disclosure of such information is expressly authorised in writing by us or required by applicable law; or
- such information is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.
14. Additional servicesAdditional terms and conditions may apply to some of our specific Services. Where this is the case, you will always be given the opportunity to review and accept the terms before processing with the Service in question.
15. Content standardsThese content standards apply to any and all Contributions, and to any interactive services associated with it. You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any Contribution as well as to its whole. Contributions must:
- Be accurate (where they state facts).
- Be genuinely held (where they state opinions).
- Comply with applicable law in the UK and in any country from which they are posted.
- Contain any material which is defamatory of any person.
- Contain any material which is obscene, offensive, hateful or inflammatory.
- Promote sexually explicit material.
- Promote violence.
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any Intellectual Property Right of any other person.
- Be likely to deceive any person.
- Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Promote any illegal activity.
- Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
- Be likely to harass, upset, embarrass, alarm or annoy any other person.
- Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
- Give the impression that they emanate from us, if this is not the case.
- Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
17. Our liabilityWhilst we take every reasonable precaution and care in relation to our app and our Services, the material displayed on our app is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity. We accept no liability under or in connection with this agreement (whether such liability arises in contract, tort (including negligence) or otherwise) for any:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- waste of management or office time,
- (for each of (i) - (v) above, whether directly or directly occurring); or
- for any indirect or consequential loss or damage of any kind however arising.
- death or personal injury arising from our negligence;
- fraud or fraudulent misrepresentation;
- any failure to perform duties that we owe to you under the Financial Services and Markets Act 2000 or under the rules of the Financial Conduct Authority; or
- any other liability which cannot be excluded or limited under applicable law.
18. IndemnityYou agree to indemnify and hold us and our subsidiaries and affiliates, and our and their officers, directors, agents, co-branders or other partners, and employees, harmless from any losses, damages, costs, expenses (including reasonable legal fees), sums agreed to in settlement and other liabilities, arising out of any claim, demand, allegation or proceeding brought by any third party due to or arising out of your use of the app, our Services, or the Software; your breach of this agreement; or your violation of any rights of another person or entity.
19. Payment Account ProvidersWe are not responsible for any problems that you might have with the functionality or suitability of your payment account provider. We are responsible for transmitting the payment order but not for the valid execution of the payment transaction itself, which is the responsibility of your payment account provider. If you have any questions in relation to these, you should speak your payment account provider.
21. Account accessIn order to ensure that we are able to provide high-quality services that are responsive to our users' needs, you agree that our employees may have access to your account, your Contributions and your records as reasonably needed to investigate complaints.
22. Viruses, hacking and other offencesYou must not misuse our app by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our app, the server on which our app is stored or any server, computer or database connected to our app. You must not attack our app via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our app will cease immediately. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our app or to your downloading of any material posted on it, or on any website or app linked to it.
23. Linking to our appYou may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website or app that is not owned by you. Our app must not be framed on any other website or app, nor may you create a link to any part of our app other than the home page. We reserve the right to withdraw linking permission without notice. The website or app from which you are linking must comply in all respects with the content standards set out below. If you wish to make any use of material on our app other than that set out above, please address your request to firstname.lastname@example.org.
24. Links and third partiesWhere our app contains links to other apps, websites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those apps, websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. We use a third-party payment processing provider to process payments made on our app. By making such payments you agree to be bound by the payment processor's terms of service, which you will be able to view prior to completing a transaction.
25. Prohibited usesYou may use our app only for lawful purposes. You may not use our app:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out below.
- To transmit, or procure the transmission of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
- Not to access without authority, interfere with, damage or disrupt:
- any part of our app, our Services, the Software or the Content;
- any equipment or network on which our app, our Services, the Software or the Content is stored; or
- any equipment or network or software owned or used by any third party.
26. Interactive servicesWe may from time to time provide interactive services on our app, including, without limitation to allow users to share comments and company metrics with each other (“interactive services”). Where we do provide any interactive service, we will provide clear information to you about the kind of service offered. Please note that we do not monitor or moderate interactive services we provide on our app, and, except as required by applicable law, we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
27. Termination and suspensionThe duration of this agreement will remain in effect until terminated under this clause 27. Any notice of termination of this agreement by either party is subject to the notice periods in this clause 27. Termination for convenience: You may terminate this agreement for any reason by providing us at least one month’s advance notice. We may terminate this agreement for any reason by providing you at least two months’ advance notice. Termination/suspension for cause: We will determine, in our discretion, whether your use of our app and/or our Services has breached this agreement. When we deem such a breach to have occurred, we may take such action as we deem appropriate.
- Immediate, temporary or permanent withdrawal of your right to use our app, our Services, our Software and the Content.
- Immediate, temporary or permanent removal of any of your Contributions.
- Issuing a warning to you.
- Legal proceedings being taken against you, including but not limited to for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
28. Communications under the Payment Services Regulations 2017 (“PSRs”)To the extent we are required to make communications under the PSRs we shall either:
- communicate general messages to our customers via the notifications on the website, www.askfractal.com, or through the app; and
- communicate messages specific to individual customers to the email address provided by the customer during the registration process.
29. Additional terms required by app storesThe provisions of this clause 29 apply if you are using the iOS or Android versions of the app. The app, which is available on both the Apple App Store, and the Google Play Store, is controlled and offered by us from our facilities in England. The use and distribution of the app via the relevant app store is governed by the relevant app store’s own rules, with which we must both comply. In the event of a conflict between these T&Cs and the terms of the app store that you downloaded our app from, that app store’s terms shall take priority.
- you acknowledge that these T&Cs are between us and you only, and not with the third party manufacturer or provider of your device or operating system (“Device Manufacturer”);
- you acknowledge that the Device Manufacturer has no obligation whatsoever to furnish any maintenance and support services with respect to the app;
- in the event of any failure of the app to conform to any applicable warranty, you may notify the Device Manufacturer, and the Device Manufacturer will refund the purchase price (if any) for the app to you and, to the maximum extent permitted by applicable law, the Device Manufacturer will have no other warranty obligation whatsoever with respect to the app;
- you acknowledge that us, not the Device Manufacturer, are responsible for addressing any claims of yours or any third party relating to the app;
- you acknowledge that, in the event of any third party claim that the app or your use of the app infringes that third party’s intellectual property rights, the Device Manufacturer will not be responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim;
- you represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties; and
- you acknowledge and agree that the Device Manufacturer, and the Device Manufacturer’s subsidiaries, are third party beneficiaries of these T&Cs, and that, upon your acceptance of these T&Cs, the Device Manufacturer will have the right (and will be deemed to have accepted the right) to enforce these T&Cs against you as a third party beneficiary.