1. INTRODUCTION

1.1 This Agreement governs your use of account, electronic money, payment and related services provided by Digital Capital Ltd (“Digital Capital”, “we”, “us”, “our”).

1.2 Digital Capital Ltd is a company incorporated in England and Wales (Company No. 10222334) with its registered office at 3rd Floor, 86–90 Paul Street, London, EC2A 4NE, United Kingdom.

1.3 Digital Capital Ltd is authorised by the Financial Conduct Authority (“FCA”) as an Electronic Money Institution (Firm Reference Number 900710).

1.4 By opening an Account, accessing services, or using any payment instrument issued in connection with your Account, you agree to be bound by this Agreement.

2. STRUCTURE OF AGREEMENT

2.1 This Agreement forms part of a contractual framework including:

• Fees & Limits Schedule

• Cardholder Terms

• Privacy Notice

• Safeguarding Information

• Acceptable Use Policy (if applicable)

2.2 These documents together constitute the entire agreement between you and Digital Capital Ltd.

2.3 In the event of conflict:

• this Agreement prevails over supporting documents unless expressly stated otherwise

3. REGULATORY STATUS AND NATURE OF SERVICES

3.1 Digital Capital Ltd is authorised to:

• issue electronic money

• provide payment services

• execute payment transactions

3.2 Funds held in your Account:

• are safeguarded in accordance with the Electronic Money Regulations 2011

• do not constitute deposits

• are not covered by the Financial Services Compensation Scheme (FSCS)

3.3 Electronic money issued by Digital Capital represents a claim on Digital Capital Ltd.

3.4 Digital Capital is not a bank and does not provide deposit-taking services.

4. DEFINITIONS

In this Agreement:

“Account” means an electronic money account provided by Digital Capital Ltd

“Authorised User” means any individual authorised to act on behalf of a Customer

“Business Day” means a day on which banks in the United Kingdom are open for business

“Customer” means any individual or legal entity using the services

“Payment Instrument” means any method used to initiate a payment, including cards and digital credentials

“Partner” means a third-party platform through which services may be accessed

“Payment Scheme” means any payment system including Faster Payments or SEPA

“Transaction” means any payment instruction initiated by or on behalf of a Customer

5. RELATIONSHIP STRUCTURE

5.1 You enter into a direct contractual relationship with Digital Capital Ltd.

5.2 You may access services via a Partner.

5.3 Partners:

• act solely as technology providers or introducers

• do not provide regulated financial services

• do not execute transactions

• do not hold or control customer funds

5.4 Digital Capital retains full responsibility for:

• safeguarding funds

• executing transactions

• AML compliance

• regulatory obligations

5.5 No Partner acts as an agent of Digital Capital unless explicitly stated.

6. ELIGIBILITY

6.1 To use our services, you must:

• provide accurate and complete information

• meet our onboarding and compliance requirements

6.2 We may refuse to provide services at our sole discretion where permitted by law.

7. ACCOUNT OPENING

7.1 We may require:

• identity verification

• business verification

• supporting documentation

7.2 We may:

• decline applications

• impose limits

• restrict functionality

7.3 We may rely on third-party providers for verification.

8. CUSTOMER DUE DILIGENCE (AML/KYC)

8.1 We are required by law to:

• verify customer identity

• conduct ongoing monitoring

• assess risk

8.2 We may:

• request additional information at any time

• delay or refuse transactions

• apply enhanced due diligence

8.3 We may suspend or terminate your Account if:

• required information is not provided

• risk cannot be adequately mitigated

9. AUTHORISED USERS (BUSINESS ACCOUNTS)

9.1 Business Customers may appoint Authorised Users.

9.2 You are responsible for:

• all actions taken by Authorised Users

• ensuring appropriate internal controls

9.3 We may rely on instructions from Authorised Users without further verification.

10. COMMUNICATION

10.1 We will communicate with you via:

• electronic channels

• the platform interface

• email

10.2 You must ensure your contact details remain accurate.

11. ACCOUNT SECURITY

11.1 You must:

• keep credentials secure

• protect access devices

• notify us immediately of unauthorised access

11.2 We may suspend access where security risks are identified.

12. STRONG CUSTOMER AUTHENTICATION (SCA)

12.1 We may require authentication measures including:

• multi-factor authentication

• biometric verification

• one-time passwords

12.2 Transactions may be declined where authentication fails.

13. USE OF SERVICES

13.1 You agree to use services only for lawful purposes.

13.2 You must not:

• engage in fraudulent activity

• breach sanctions

• misuse payment systems

14. SERVICE AVAILABILITY

14.1 We aim to provide continuous service availability.

14.2 Services may be interrupted due to:

• maintenance

• system updates

• external dependencies

14.3 We are not liable for service interruptions outside our control.

15. ACCOUNT LIMITATIONS

15.1 We may apply limits to:

• transaction amounts

• account balances

• payment frequency

15.2 Limits may be adjusted based on:

• risk profile

• regulatory requirements

16. RECORDS AND STATEMENTS

16.1 We will provide access to transaction records.

16.2 You must review your transactions regularly.

17. LANGUAGE AND INTERPRETATION

17.1 This Agreement is provided in English.

17.2 In case of ambiguity, regulatory requirements prevail.

18. PAYMENT SERVICES OVERVIEW

18.1 We provide payment services enabling you to:

• send funds to third parties

• receive funds

• hold funds in electronic money form

18.2 Payments may be processed through:

• UK Faster Payments

• SEPA payment schemes

18.3 The availability of payment services may vary depending on:

• jurisdiction

• account type

• regulatory requirements

19. INITIATION OF PAYMENTS

19.1 A payment instruction is deemed received when:

• you submit a valid instruction via the platform

• required authentication has been completed

19.2 We may refuse to execute a payment instruction where:

• information is incomplete or incorrect

• compliance checks are not satisfied

• technical constraints apply

20. CONSENT AND AUTHORISATION

20.1 A transaction is authorised when you provide consent using an approved method.

20.2 Consent may be given via:

• secure login credentials

• strong customer authentication (SCA)

• card authorisation

20.3 Once authorised, a payment cannot be revoked except as permitted by law.

21. REVOCATION OF PAYMENT INSTRUCTIONS

21.1 You may withdraw a payment instruction only if:

• the instruction has not yet been received by us

• applicable cut-off times have not passed

21.2 Once a payment has been processed, it cannot be cancelled.

22. CUT-OFF TIMES

22.1 Cut-off times may apply to payment instructions.

22.2 Payment instructions received after the applicable cut-off time may be treated as received on the next Business Day.

22.3 Cut-off times may vary depending on:

• payment scheme

• currency

• destination

23. EXECUTION OF PAYMENTS

23.1 We will execute payment instructions in accordance with applicable regulatory requirements.

23.2 Execution times depend on:

• payment scheme rules

• receiving institution

• currency

23.3 Payments processed through Faster Payments may be executed near real-time.

23.4 SEPA payments may be processed within standard SEPA timeframes.

23.5 Execution may be delayed due to:

• compliance checks

• fraud prevention measures

• operational factors

24. REFUSAL TO EXECUTE PAYMENTS

24.1 We may refuse to execute a payment where:

• required by law or regulation

• there are reasonable grounds relating to fraud or security

• insufficient or incorrect information is provided

24.2 Where possible, we will inform you of the refusal and the reasons.

25. PAYMENT RECEIPT

25.1 Funds will be credited to your Account when received by us.

25.2 We are not responsible for delays caused by:

• intermediary institutions

• external payment systems

26. INCORRECT PAYMENT DETAILS

26.1 You are responsible for ensuring payment details are accurate.

26.2 If incorrect details are provided:

• we are not liable for non-execution or defective execution

• we will make reasonable efforts to recover funds

27. NON-EXECUTION OR DEFECTIVE EXECUTION

27.1 Where a payment is not executed or incorrectly executed due to our fault, we will:

• refund the amount of the payment

• restore the Account to the state it would have been in

27.2 This does not apply where:

• incorrect details were provided by you

• the issue arises from external systems

28. UNAUTHORISED PAYMENTS

28.1 A payment is unauthorised where you did not consent.

28.2 You must notify us without undue delay.

28.3 Subject to applicable law, we will:

• refund unauthorised payments

• restore the Account

28.4 You may be liable where:

• you acted fraudulently

• you failed to protect your credentials with gross negligence

29. REFUNDS FOR AUTHORISED PAYMENTS

29.1 In certain circumstances, you may be entitled to a refund for authorised payments.

29.2 Refunds may apply where:

• the amount was not known at the time of authorisation

• the amount exceeds what could reasonably have been expected

29.3 Refunds are subject to applicable legal requirements.

30. FRAUD PREVENTION AND MONITORING

30.1 We monitor transactions for:

• fraud

• financial crime

• regulatory compliance

30.2 We may:

• delay payments

• block transactions

• request additional information

31. LIMITS AND RESTRICTIONS

31.1 We may apply limits to:

• transaction amounts

• payment frequency

31.2 Limits may be adjusted based on:

• risk assessment

• regulatory obligations

32. PAYMENT CONFIRMATIONS

32.1 You will be able to view transaction details through your Account.

32.2 It is your responsibility to review transactions regularly.

33. THIRD-PARTY PROVIDERS

33.1 Payments may involve third parties including:

• payment schemes

• intermediary banks

• receiving institutions

33.2 We are not responsible for the performance of third parties.

34. CURRENCY AND CONVERSION

34.1 Payments in different currencies may require conversion.

34.2 Exchange rates are applied at the time of execution.

34.3 Rates may include a margin.

35. BUSINESS DAYS

35.1 Payment processing is based on Business Days.

35.2 Non-Business Day instructions may be processed on the next Business Day.

36. SUSPENSION OF PAYMENTS

36.1 We may suspend payment services where:

• required by law

• fraud risk is identified

• system integrity is at risk

37. RECORDS

37.1 We maintain records of all transactions.

37.2 These records may be used as evidence.

38. CARD SERVICES OVERVIEW

38.1 We may provide payment cards linked to your Account.

38.2 Cards may be issued in partnership with authorised third parties and payment schemes, including Mastercard.

38.3 Cards may be:

• physical

• virtual

39. CARD OWNERSHIP

39.1 The Card remains the property of the issuing entity.

39.2 We may require you to return or destroy the Card.

40. USE OF CARD

40.1 You may use the Card to:

• make purchases

• withdraw cash (if enabled)

• perform online transactions

40.2 You must:

• use the Card lawfully

• comply with this Agreement

41. CARD AUTHORISATION

41.1 A Card transaction is authorised when you:

• enter your PIN

• provide authentication

• use contactless or digital authentication

41.2 We may decline transactions for:

• insufficient funds

• suspected fraud

• compliance checks

42. STRONG CUSTOMER AUTHENTICATION (SCA)

42.1 We may require multi-factor authentication for card transactions.

42.2 Transactions may be declined where authentication fails.

43. PRE-AUTHORISATIONS

43.1 Merchants may request pre-authorisation for estimated transaction amounts.

43.2 Funds may be reserved for such transactions.

43.3 Final settlement may differ from the reserved amount.

44. OFFLINE TRANSACTIONS

44.1 Some transactions may be processed without real-time authorisation.

44.2 This may result in:

• delayed posting

• negative balances

45. RECURRING TRANSACTIONS

45.1 You may authorise recurring transactions.

45.2 You are responsible for managing such arrangements.

46. CARD LIMITS

46.1 We may impose limits on:

• transaction value

• ATM withdrawals

• frequency of use

46.2 Limits may be adjusted without notice for security or regulatory reasons.

47. DECLINED TRANSACTIONS

47.1 Transactions may be declined where:

• funds are insufficient

• risk is identified

• system constraints apply

47.2 We are not responsible for losses arising from declined transactions.

48. LOST, STOLEN OR COMPROMISED CARDS

48.1 You must notify us immediately if your Card is:

• lost

• stolen

• compromised

48.2 We will block the Card promptly.

49. UNAUTHORISED CARD TRANSACTIONS

49.1 You must notify us without undue delay.

49.2 Subject to applicable law, we will:

• refund unauthorised transactions

49.3 You may be liable where:

• fraud

• gross negligence

• failure to safeguard credentials

50. CHARGEBACKS AND DISPUTES

50.1 If you dispute a Card transaction, you must notify us promptly.

50.2 We will investigate disputes in accordance with Mastercard scheme rules.

50.3 The chargeback process may involve:

• submission of a claim

• evidence collection

• merchant response

• scheme adjudication

50.4 Outcomes depend on:

• scheme rules

• evidence provided

• merchant response

50.5 We may request documentation including:

• proof of purchase

• correspondence with merchant

51. REFUNDS FOR CARD TRANSACTIONS

51.1 Refunds may be available where:

• transactions are unauthorised

• goods or services are not provided as expected

51.2 Refund rights depend on:

• applicable law

• scheme rules

52. CARD SECURITY

52.1 You must:

• keep your Card and PIN secure

• not share credentials

52.2 You must not:

• allow unauthorised use

• record PINs in an insecure manner

53. CARD SUSPENSION AND CANCELLATION

53.1 We may block or cancel your Card:

• for fraud prevention

• for regulatory reasons

• for breach of this Agreement

53.2 We may issue replacement Cards where appropriate.

54. CARD EXPIRY

54.1 Cards are valid until the expiry date shown.

54.2 Replacement Cards may be issued automatically.

55. FOREIGN TRANSACTIONS

55.1 Transactions in foreign currencies are converted at applicable rates.

55.2 Rates may include a margin.

56. THIRD-PARTY MERCHANTS

56.1 We are not responsible for:

• goods or services provided by merchants

• merchant disputes

56.2 Disputes must be resolved through appropriate channels.

57. LIABILITY FOR CARD SERVICES

57.1 We are not liable for:

• merchant disputes

• third-party failures

• declined transactions

57.2 Liability is limited to foreseeable losses.

58. GENERAL LIABILITY PRINCIPLES

58.1 Nothing in this Agreement excludes or limits liability where it cannot be excluded under applicable law.

58.2 Subject to clause 58.1, our liability is limited as set out in this Part.

59. LIMITATION OF LIABILITY

59.1 We are not liable for:

• indirect or consequential losses

• loss of profit, business, or opportunity

• reputational damage

59.2 We are not liable for losses arising from:

• third-party systems or providers

• payment scheme failures

• intermediary institutions

• merchant actions

59.3 Our liability is limited to losses that are:

• direct

• reasonably foreseeable

60. LIABILITY FOR PAYMENT SERVICES

60.1 Where a payment is:

• not executed, or

• incorrectly executed due to our fault, we will:

• refund the amount of the payment

• restore your Account to its previous state

60.2 We are not liable where:

• incorrect payment details were provided

• the failure is caused by third parties

61. LIABILITY FOR UNAUTHORISED TRANSACTIONS

61.1 Subject to applicable law, we will refund unauthorised transactions.

61.2 You may be liable where:

• you acted fraudulently

• you failed to protect credentials with gross negligence

61.3 Your liability is otherwise limited in accordance with applicable law.

62. LIABILITY FOR AUTHORISED TRANSACTIONS

62.1 We are not liable for authorised transactions.

62.2 This includes transactions where:

• authentication was provided

• consent was given

63. LIABILITY FOR CARD TRANSACTIONS

63.1 We are not liable for:

• disputes with merchants

• quality of goods or services

63.2 Card disputes are handled through scheme processes.

64. SYSTEM AND SERVICE AVAILABILITY

64.1 We do not guarantee uninterrupted service.

64.2 We are not liable for:

• downtime

• system failures

• maintenance interruptions

65. FORCE MAJEURE

65.1 We are not liable for failure or delay caused by events outside our reasonable control, including:

• natural disasters

• system outages

• regulatory actions

• network failures

66. INDEMNITY

66.1 You agree to indemnify and hold harmless Digital Capital Ltd from any losses, claims, or liabilities arising from:

• breach of this Agreement

• misuse of services

• fraudulent or unlawful activity

66.2 This includes losses arising from actions of Authorised Users.

67. REGULATORY COMPLIANCE OVERRIDE

67.1 We may take any action required to comply with:

• applicable laws

• regulatory requirements

• instructions from authorities

67.2 This may include:

• blocking transactions

• suspending accounts

• reporting activity

67.3 We are not liable for actions taken in compliance with legal obligations.

68. FRAUD AND RISK MANAGEMENT

68.1 We may take measures to:

• prevent fraud

• manage risk

• comply with regulatory requirements

68.2 This may include:

• delaying transactions

• requesting additional information

• restricting account activity

69. DISPUTE RESOLUTION

69.1 You must notify us of disputes promptly.

69.2 We will investigate disputes in accordance with:

• applicable law

• payment scheme rules

69.3 Resolution timelines may depend on:

• complexity

• third-party involvement

70. THIRD-PARTY RELIANCE

70.1 We rely on third parties including:

• payment schemes

• banks

• service providers

70.2 We are not responsible for:

• their performance

• their failures

71. ACCOUNT SUSPENSION

71.1 We may suspend your Account where:

• fraud is suspected

• legal obligations require it

• risk is identified

71.2 During suspension:

• transactions may be restricted

• access may be limited

72. ACCOUNT TERMINATION

72.1 We may terminate your Account where:

• required by law

• risk cannot be mitigated

• this Agreement is breached

72.2 We may delay termination where:

• investigations are ongoing

73. NEGATIVE BALANCES

73.1 You must repay any negative balance.

73.2 We may recover amounts due through:

• set-off

• other lawful means

74. SET-OFF

74.1 We may set off any amounts owed to us against funds held in your Account.

75. ASSIGNMENT

75.1 You may not assign your rights without our consent.

75.2 We may assign our rights where permitted by law.

76. SEVERABILITY

76.1 If any provision is invalid, the remainder remains in force.

77. ENTIRE AGREEMENT

77.1 This Agreement constitutes the entire agreement between you and Digital Capital Ltd.

78. ACCOUNT MAINTENANCE

78.1 You must ensure that all information provided to us remains accurate and up to date.

78.2 We may request updated information periodically to comply with regulatory requirements.

79. ACCOUNT STATEMENTS AND RECORDS

79.1 You may access transaction records through your Account.

79.2 It is your responsibility to review records regularly.

79.3 Our records shall be considered accurate unless proven otherwise.

80. COMMUNICATIONS

80.1 We may communicate with you via:

• electronic messages

• email

• platform notifications

80.2 Communications are deemed received when sent to your registered contact details.

81. LANGUAGE

81.1 This Agreement is provided in English.

81.2 All communications will be conducted in English unless otherwise agreed.

82. ACCOUNT INACTIVITY AND DORMANCY

82.1 We may classify an Account as inactive if it is not used for a prolonged period.

82.2 We may:

• apply restrictions

• request re-verification

82.3 Fees may apply as set out in the Fees Schedule.

83. ACCOUNT CLOSURE BY YOU

83.1 You may close your Account at any time.

83.2 Before closure:

• all outstanding obligations must be settled

• funds must be withdrawn or redeemed

84. ACCOUNT CLOSURE BY US

84.1 We may close your Account where:

• required by law

• risk cannot be mitigated

• this Agreement is breached

84.2 We will provide notice where possible.

84.3 Immediate closure may occur where required by law.

85. REDEMPTION OF FUNDS

85.1 Upon closure, you may redeem your electronic money.

85.2 We may delay redemption where:

• required for compliance checks

• investigations are ongoing

86. POST-CLOSURE OBLIGATIONS

86.1 Certain provisions survive termination, including:

• liability

• indemnity

• regulatory obligations

87. CHANGES TO SERVICES

87.1 We may modify or discontinue services.

87.2 We will provide notice where required.

88. CHANGES TO THIS AGREEMENT

88.1 We may update this Agreement.

88.2 Continued use of services constitutes acceptance.

89. TRANSFER OF RIGHTS

89.1 We may transfer or assign our rights where permitted by law.

89.2 You may not transfer your rights without our consent.

90. THIRD-PARTY RIGHTS

90.1 This Agreement does not confer rights on third parties except where required by law.

91. REGULATORY DISCLOSURES

91.1 Digital Capital Ltd is authorised by the Financial Conduct Authority.

91.2 Regulatory obligations may override certain provisions of this Agreement.

92. COMPLAINTS AND REDRESS

92.1 You may submit complaints to:

info@digi-capital.co.uk

92.2 If unresolved, complaints may be referred to the Financial Ombudsman Service.

93. RECORD KEEPING

93.1 We maintain records in accordance with regulatory requirements.

93.2 Records may be retained for statutory periods.

94. SEVERABILITY

94.1 If any provision is invalid, the remainder remains in force.

95. WAIVER

95.1 Failure to enforce a provision does not constitute a waiver.

96. ENTIRE AGREEMENT

96.1 This Agreement constitutes the entire agreement between you and Digital Capital Ltd.

97. GOVERNING LAW

97.1 This Agreement is governed by the laws of England and Wales.

98. JURISDICTION

98.1 Courts of England and Wales shall have jurisdiction.

99. PAYMENT RAILS AND SCHEMES

99.1 Payments may be executed using one or more of the following schemes:

• UK Faster Payments

• SEPA Credit Transfer

• SEPA Instant (where available)

99.2 The availability of payment schemes may vary depending on:

• jurisdiction

• receiving institution

• regulatory restrictions

100. PAYMENT PROCESSING STAGES

100.1 A payment transaction may involve the following stages:

• initiation

• authentication

• validation

• execution

• settlement

100.2 Each stage may be subject to:

• compliance checks

• fraud monitoring

• system validation

101. RECEIPT OF PAYMENT INSTRUCTION

101.1 A payment instruction is deemed received when:

• all required data is provided

• authentication is successfully completed

101.2 Instructions received outside Business Days may be treated as received on the next Business Day.

102. PAYMENT EXECUTION TIMING

102.1 Execution times depend on:

• payment scheme rules

• currency

• receiving institution

102.2 Faster Payments may be processed near real-time but are not guaranteed to be instantaneous.

102.3 SEPA Credit Transfers are typically processed within standard SEPA timelines.

102.4 SEPA Instant payments may be processed near real-time where supported.

103. DELAYS IN EXECUTION

103.1 Payments may be delayed due to:

• AML or compliance checks

• sanctions screening

• fraud monitoring

• system or network issues

103.2 We are not liable for delays outside our control.

104. PAYMENT LIMITATIONS

104.1 Payments may be subject to:

• scheme limits

• regulatory limits

• internal risk thresholds

104.2 Limits may be adjusted without notice where required.

105. REFUSAL OF PAYMENT INSTRUCTIONS

105.1 We may refuse a payment instruction where:

• required by law

• fraud or risk concerns exist

• data is incomplete

105.2 Where possible, we will inform you of the refusal.

106. REVERSAL AND RECOVERY OF PAYMENTS

106.1 Once executed, payments may not be reversible.

106.2 Where possible, we may attempt recovery of funds.

106.3 Recovery is not guaranteed.

107. INTERMEDIARY INSTITUTIONS

107.1 Payments may pass through intermediary institutions.

107.2 Such institutions may:

• delay payments

• apply fees

107.3 We are not responsible for their actions.

108. SEPA-SPECIFIC PROVISIONS

108.1 SEPA payments are subject to scheme rules.

108.2 Refund rights may vary depending on transaction type.

108.3 Execution is dependent on receiving institution participation.

109. FASTER PAYMENTS SPECIFIC PROVISIONS

109.1 Faster Payments operate under UK scheme rules.

109.2 Payments may be processed in seconds but may be subject to:

• limits

• bank acceptance

110. PAYMENT CONFIRMATION

110.1 Confirmation of a transaction does not guarantee:

• final settlement

• successful receipt

110.2 Final settlement depends on scheme completion.

111. FAILED PAYMENTS

111.1 A payment may fail due to:

• incorrect details

• receiving bank rejection

• compliance restrictions

111.2 Failed payments may be returned to your Account.

112. DUPLICATE PAYMENTS

112.1 You are responsible for avoiding duplicate instructions.

112.2 We are not liable for duplicate payments initiated by you.

113. EXCEPTIONAL EVENTS

113.1 In exceptional circumstances, we may:

• suspend payment services

• restrict functionality

113.2 This includes:

• regulatory intervention

• systemic risk events

114. FRAUD AND SCAM PREVENTION MEASURES

114.1 We may implement measures such as:

• transaction delays

• confirmation prompts

• additional verification

114.2 These measures may affect payment speed.

115. CROSS-BORDER PAYMENTS

115.1 Cross-border payments may be subject to:

• additional checks

• regulatory reporting

• delays

116. REPORTING OBLIGATIONS

116.1 We may report transactions to:

• regulators

• authorities where required by law.