Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (either as an individual or on behalf of a business entity, referred to as "you", "your", or "Customer") and Vydapy Ltd, trading as Vydapay ("Vydapay", "we", "us", or "our"), governing your access to and use of our corporate card management platform, website at vydapay.com, mobile applications, APIs, and all related services (collectively, the "Services").

Vydapy Ltd is a company registered in England and Wales under company number 14892156, with its registered office at 100 Lots Rd, London, SW10 0QJ, United Kingdom. Vydapay is authorised and regulated by the Financial Conduct Authority (FCA) as an Electronic Money Institution under Firm Reference Number [XXXXXX].

By creating an account, accessing, or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

These Terms are supplemented by our Privacy Policy, Cookie Policy, and Acceptable Use Policy, which are incorporated by reference.

2. Eligibility

2.1 Business Customers

Our Services are designed exclusively for business use. To be eligible to use Vydapay Services, you must:

• Be a legally registered business entity in the United Kingdom, European Economic Area, or other approved jurisdictions
• Have a valid business registration number (e.g., Companies House registration in the UK)
• Be at least 18 years of age and have the legal capacity to enter into binding contracts
• Have the authority to bind your business to these Terms
• Provide accurate and complete information during registration and verification
• Not be subject to sanctions, embargoes, or regulatory restrictions that would prohibit us from providing Services to you

2.2 Authorised Users

You may authorise employees, contractors, or other representatives ("Authorised Users") to access and use the Services on behalf of your business. You are responsible for:

• Ensuring each Authorised User agrees to and complies with these Terms
• All actions taken by Authorised Users using your account
• Maintaining accurate records of Authorised Users and their access levels
• Promptly removing access for any Authorised User who leaves your organisation or no longer requires access

2.3 Verification Requirements

We are required by law to verify the identity of our customers and their beneficial owners. You agree to:

• Provide all requested documentation for identity verification and due diligence
• Cooperate with ongoing monitoring and periodic re-verification requests
• Notify us promptly of any changes to your business structure, ownership, or control

3. Account Registration and Security

3.1 Account Creation

To access our Services, you must register for an account by providing accurate, current, and complete information. You must maintain and promptly update your account information to keep it accurate and complete.

3.2 Account Security

You are responsible for maintaining the confidentiality and security of your account credentials. You agree to:

• Create a strong, unique password and change it regularly
• Enable multi-factor authentication when available
• Never share your login credentials with unauthorised persons
• Notify us immediately if you suspect any unauthorised access to your account
• Log out of your account at the end of each session, especially on shared devices

We will never ask you for your password via email, phone, or any other communication channel. If you receive such a request, please report it to us immediately.

3.3 Account Suspension

We may suspend or restrict access to your account if we reasonably believe:

• Your account security has been compromised
• There is suspicious or fraudulent activity
• You have violated these Terms or applicable laws
• Suspension is required to comply with legal or regulatory requirements

4. Description of Services

4.1 Corporate Card Platform

Vydapay provides a comprehensive corporate card and expense management platform that includes:

• Issuance of virtual and physical prepaid Mastercard cards
• Real-time spending controls and limit management
• Transaction monitoring and reporting
• Receipt capture and expense management
• Integration with accounting software
• Multi-user access with role-based permissions
• API access for custom integrations

4.2 Electronic Money Services

Funds held in your Vydapay account constitute electronic money ("e-money") issued by Vydapay. E-money is not a deposit and is not covered by the Financial Services Compensation Scheme (FSCS). However, we safeguard your funds in accordance with FCA regulations by holding them in segregated accounts with authorised credit institutions.

4.3 Service Availability

We strive to maintain 99.9% uptime for our Services. However, we do not guarantee uninterrupted access and may temporarily suspend Services for:

• Scheduled maintenance (with reasonable notice where possible)
• Emergency security updates or repairs
• Circumstances beyond our reasonable control

5. Card Issuance and Usage

5.1 Card Types

We offer virtual cards (for online transactions) and physical cards (for both online and in-person transactions). Cards are issued in your business name and remain the property of Vydapay.

5.2 Card Activation

Virtual cards are typically available for immediate use upon issuance. Physical cards must be activated through our mobile app or web platform before use.

5.3 Spending Limits

All cards are subject to spending limits which may be set at the account level, card level, or both. You may configure limits within the parameters we establish based on your account status and credit assessment.

5.4 Card Usage Rules

Cards may only be used:

• For legitimate business purposes
• Where Mastercard is accepted
• Within the limits and controls you have configured
• In compliance with all applicable laws and regulations
• In accordance with Mastercard's rules and merchant agreements

5.5 Lost or Stolen Cards

You must immediately report any lost, stolen, or compromised cards through our app, website, or customer support line. You can freeze cards instantly through our platform. Your liability for unauthorised transactions may be limited under the Payment Services Regulations 2017, subject to the conditions set out therein.

6. Fees and Charges

6.1 Subscription Fees

Fees for our Services are set out in our pricing page and your service agreement. Subscription fees are billed monthly or annually in advance, as selected during signup.

6.2 Transaction Fees

Certain transactions may incur additional fees, including:

• Foreign currency transactions (FX fee)
• ATM withdrawals
• Card replacement
• Expedited card delivery

All applicable fees are disclosed in our fee schedule, available on our website and within your account dashboard.

6.3 Fee Changes

We may change our fees with at least 30 days' written notice. If you do not agree to fee changes, you may close your account before the changes take effect.

7. Account Funding and Limits

7.1 Loading Funds

You may load funds to your Vydapay account via bank transfer, direct debit, or other approved methods. Funds typically become available within 1-3 business days, depending on the payment method.

7.2 Account Limits

Your account is subject to maximum balance limits, transaction limits, and monthly spending limits based on your account tier and verification status. These limits are displayed in your account dashboard and may be adjusted based on your usage history and account standing.

7.3 Negative Balances

Your account should maintain a sufficient balance to cover all transactions. If a transaction causes a negative balance, you must immediately fund your account to cover the shortfall. We may charge interest or fees on negative balances and may suspend card services until the balance is restored.

8. Prohibited Activities

You agree not to use the Services for any unlawful purpose or in any way that violates these Terms. Prohibited activities include, but are not limited to:

• Fraud, money laundering, terrorist financing, or other financial crimes
• Purchasing illegal goods or services
• Gambling (unless specifically authorised)
• Adult entertainment or obscene materials
• Weapons, ammunition, or explosives
• Cryptocurrency purchases (unless specifically authorised)
• Personal (non-business) expenses
• Circumventing spending controls or account limits
• Sharing account credentials with unauthorised persons
• Attempting to reverse-engineer or compromise our systems

Violation of these prohibitions may result in immediate account suspension, termination, and reporting to relevant authorities.

9. Intellectual Property

9.1 Our Rights

Vydapay and its licensors own all rights, title, and interest in and to the Services, including all intellectual property rights. The Vydapay name, logo, and all related trademarks are our exclusive property.

9.2 Limited Licence

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes, subject to these Terms. This licence does not include the right to:

• Modify, copy, or create derivative works of our Services
• Reverse engineer, decompile, or disassemble our software
• Remove any proprietary notices from our materials
• Transfer or sublicence your rights to any third party

9.3 Feedback

If you provide us with feedback, suggestions, or ideas about our Services, we may use this information without any obligation to compensate you.

10. Third-Party Services

Our Services may integrate with or contain links to third-party services, websites, or applications. We do not control or endorse these third-party services and are not responsible for their content, privacy practices, or terms. Your use of third-party services is at your own risk and subject to their respective terms and conditions.

11. Termination

11.1 Termination by You

You may close your account at any time by contacting customer support or using the account closure feature in your dashboard. Before closure:

• Ensure all outstanding transactions have settled
• Withdraw or transfer any remaining balance
• Cancel any active cards

11.2 Termination by Us

We may suspend or terminate your account immediately if:

• You breach these Terms or any applicable laws
• We are required to do so by law or regulation
• We reasonably suspect fraud or illegal activity
• You fail to complete required verification processes
• Your account remains inactive for an extended period

We may also terminate your account for convenience with 30 days' written notice.

11.3 Effect of Termination

Upon termination:

• Your access to the Services will be disabled
• All cards will be cancelled
• Any remaining balance will be returned to you after deducting any outstanding fees or liabilities
• We may retain your data as required by law or for legitimate business purposes

12. Limitation of Liability

12.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VYDAPAY, ITS DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Any loss of profits, revenue, data, or business opportunities
• Any damages arising from your use or inability to use the Services
• Any damages exceeding the total fees paid by you to us in the twelve months preceding the claim

12.3 Exclusions

Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Vydapay and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Any claims by third parties arising from your activities
• The actions of your Authorised Users

14. Dispute Resolution

14.1 Informal Resolution

If you have a dispute with us, please contact our customer support team first. We will try to resolve your concerns informally within 15 business days.

14.2 Complaints Procedure

If you are not satisfied with our initial response, you may submit a formal complaint. We will acknowledge receipt within 5 business days and provide a final response within 8 weeks. Details of our complaints procedure are available on our website.

14.3 Financial Ombudsman Service

If we cannot resolve your complaint to your satisfaction, you may be eligible to refer the matter to the Financial Ombudsman Service (FOS). Contact details and eligibility requirements are available at financial-ombudsman.org.uk.

14.4 Governing Law

These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales, unless you are a consumer in which case you may also bring proceedings in your country of residence.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, and Acceptable Use Policy, constitute the entire agreement between you and Vydapay regarding the Services.

15.2 Amendments

We may modify these Terms at any time. We will notify you of material changes at least 30 days before they take effect. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

15.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

15.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

16. Contact Information

If you have questions about these Terms, please contact us:

Vydapy Ltd
100 Lots Rd
London, SW10 0QJ
United Kingdom

Email: legal@vydapay.com
Phone: +44 151 263 0173