Digital Capital Ltd
Digital Capital is currently pre-operational and does not provide live services or hold customer funds. Operational descriptions state the proposed requirements for a service once activated; they are not a certification that those arrangements are already implemented. This page is not an active account contract. Future card, FX, SEPA and international sections remain conditional.
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 The account agreement takes effect only when we accept your application, provide the completed service and tariff schedules on a durable medium and you accept the applicable agreement. Visiting the website, enquiring about a service or reading these proposed terms does not open an account or create a live payment service.
1.5 The planned package is for eligible UK-established hospitality businesses. It covers a GBP e-money account; incoming and outgoing Faster Payments; incoming Bacs Direct Credits; outgoing Direct Debit payments; incoming CHAPS; permitted internal book transfers; Confirmation of Payee; account information, statements and customer support. A separate Griffin Easy Access Savings Account is an optional part of the planned offering, subject to customer election, acceptance of its terms and Griffin’s account-opening decision. Required checks and any elected savings account opening will be completed before pilot entry. All agreed package functions will be available from the start of participation. If that service set is not ready, pilot entry and Digital Capital customer charging will be deferred. Cards, card acquiring, cash services, lending, FX, international and SEPA payments, outgoing CHAPS, outgoing Bacs Direct Credits, Direct Debit collection services, personal consumer wallets, QR payments and loyalty services are excluded.
1.6 The activated framework agreement is for an indefinite period unless a completed product schedule expressly states otherwise. These proposed terms do not contract out of PSRs protections merely because a customer is a business; any legally permitted negotiated derogation would require a separate express agreement identifying its scope.
2.1 The contractual framework comprises this Agreement, your product and service information, the Fees and Limits Schedule, the Acceptable Use Policy and any applicable pilot terms. Cardholder Terms are not part of the current package. The Privacy Notice and safeguarding and fraud information explain our duties and your rights; they do not waive statutory rights.
2.2 The contractual documents are this Agreement, the completed product and service schedule and Fees and Limits Schedule, the AUP and any specifically activated product terms. The Privacy Notice and safeguarding and fraud explanations provide required information and do not waive statutory rights. No confidential internal policy or banking-partner contract binds you merely by being mentioned.
2.3 Mandatory law prevails. For the relevant subject matter, the specific pilot discount and tariff-refund terms prevail over general fee and cancellation wording. No conflict is interpreted to remove a mandatory refund, reimbursement, complaint or other legal right.
2.4 A specific product schedule prevails only for its expressly identified product and cannot reduce mandatory rights. If documents conflict, we will explain and correct the inconsistency; the more specific protection in the Fraud, Unauthorised Payments and Reimbursement document applies to the claim it describes.
3.1 Digital Capital Ltd is authorised to:
issue electronic money
provide payment services
execute payment transactions
3.2 Funds represented by your Digital Capital e-money balance are safeguarded in accordance with applicable law. That e-money balance is a claim on Digital Capital, not a bank deposit, and is not protected by the FSCS against Digital Capital's failure.
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.
3.5 Safeguarding follows the EMRs and the applicable FCA CASS 15 supplementary regime, with CASS 10A resolution-pack requirements, applicable SUP 3A audit duties and SUP 16.14A reporting. Safeguarding is not deposit insurance; insolvency administration may cause delays and legally permitted distribution costs or a shortfall may reduce the amount returned.
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
4.1 For the initial product, “Customer” means an accepted UK-established business within the target market, including a sole trader acting for business purposes. A “Business Day” for an applicable payment service is a day on which the relevant provider is open for the activity needed to execute it; the service schedule identifies the actual service hours and cut-offs, using UK time. “Durable medium” means a form addressed to you that you can store and reproduce unchanged, such as a downloadable PDF provided with an email notification. “Relevant funds” are funds subject to the statutory safeguarding duty; the customer’s e-money claim and the bank account holding backing funds are distinct. References to cards, Partners, SEPA or FX are conditional future modules and do not enlarge the initial product.
5.1 You enter into a direct contractual relationship with Digital Capital Ltd.
5.2 Initial access is directly through Digital Capital’s approved interface. There are no agents, distributors or introducers at initial launch. Access through a Partner requires a separately approved and disclosed arrangement.
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.
5.6 A banking or verification provider is not automatically a technology-only Partner. Its legal role depends on the actual arrangement. Any customer-specific account number or ledger allocation is an identifier within the safeguarding and payment structure and does not by itself create a personal bank deposit or a direct banking contract for the customer. Digital Capital retains legal control and the required safeguarding responsibility.
6.1 To use our services, you must:
provide accurate and complete information
meet our onboarding and compliance requirements
6.2 We may decline an application where lawful, taking account of eligibility, verification, product suitability, financial-crime controls and service capacity. We apply the relevant fairness and non-discrimination duties and explain the decision where lawful.
6.3 We assess legitimate hospitality activity, verifiable ownership, supported payment needs, expected volumes, authority of users and suitability of the service. Complexity or support needs do not automatically exclude a business. We apply proportionate checks and any applicable Consumer Duty protections. Our risk classification does not determine your statutory refund or FOS eligibility.
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.
7.4 Digital Capital makes its own customer acceptance and due-diligence decisions. Verification providers support those checks and do not replace our responsibility.
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 If required information is not supplied or a risk cannot lawfully be managed, we may apply proportionate restrictions and, where justified, close the Account using clauses 72 and 84. We will explain what is required where lawful; an AML review does not override applicable notice, repayment or complaint rights.
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 act on a properly authenticated instruction within an Authorised User’s recorded permissions. We must still apply agreed mandate controls, security checks and statutory evidential requirements. Notify us promptly of a withdrawal of authority; we will act on it without undue delay.
10.1 We will communicate with you via:
electronic channels
the platform interface
email
10.2 You must ensure your contact details remain accurate.
11.1 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.
11.3 For current enquiries use info@digi-capital.co.uk. Before activation, we will provide and test the continuously available loss, theft and misuse reporting channel and the secure means by which we warn you of suspected fraud or security threats. We never require you to disclose a password or one-time code in an ordinary email response.
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.
12.3 We apply strong customer authentication where required by law, subject only to a lawful exemption, and use the agreed secure authorisation procedure. An authentication method does not shift the statutory burden of proof to the customer.
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
14.1 We aim to provide continuous service availability.
14.2 Services may be interrupted due to:
maintenance
system updates
external dependencies
14.3 Our use of banks, payment schemes, processors or other outsourced providers does not remove our legal responsibility for services we provide. We remain responsible where the law makes us liable for their acts or omissions. No exclusion here limits a mandatory payment refund, APP reimbursement, safeguarding, data protection or complaint obligation, liability for fraud or fraudulent misrepresentation, or death or personal injury caused by negligence. We are not the supplier of a merchant’s goods or services, but that does not remove payment dispute or scheme rights.
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
15.3 Your actual limits, their measurement period, what counts towards them and how receipts above the balance ceiling are handled are disclosed in your service and tariff schedules. The lowest applicable contractual, bank or scheme limit governs. Internal risk ceilings are not automatically the customer tariff. Permanent adverse contractual changes follow clause 88; urgent security restrictions follow clause 71.
16.1 We will provide access to transaction records.
16.2 You must review your transactions regularly.
16.3 We provide or make available the required transaction reference, amount and currency, charges, relevant exchange rate where applicable and debit or credit value date. At least monthly, required transaction information is available free in a form you can store and reproduce unchanged. You may obtain the framework terms on paper or another durable medium during the relationship without charge.
17.1 This Agreement is provided in English.
17.2 In case of ambiguity, regulatory requirements prevail.
18.1 We provide payment services enabling you to:
send funds to third parties
receive funds
hold funds in electronic money form
18.2 The supported payment routes are incoming and outgoing Faster Payments, incoming Bacs Direct Credits, outgoing Direct Debit payments, incoming CHAPS and permitted internal book transfers. Outgoing CHAPS, outgoing Bacs Direct Credits, Direct Debit collection services, SEPA and international payments are not provided under this package.
18.3 The availability of payment services may vary depending on:
jurisdiction
account type
regulatory requirements
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
19.3 Receipt, agreed future execution dates and cut-offs are determined under the PSRs and the completed service schedule. Once a valid order has been received, subsequent internal screening does not restart the execution clock. A refusal is handled under clause 24.
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.
20.4 We must demonstrate that a disputed payment was authenticated, accurately recorded and unaffected by a technical breakdown or other deficiency in our service. Use of credentials, a device or authentication is not, on its own, sufficient proof of consent, fraud or intentional or grossly negligent breach of security duties. We will assess the evidence and provide supporting evidence where we allege fraud or gross negligence.
21.1 You may withdraw consent before an order becomes irrevocable under PSRs regulation 83. For an ordinary transfer this is generally when we receive the order; for a payment agreed for a future day, you may revoke it up to the end of the Business Day before that day. Special rules apply to payee-initiated payments and payment initiation services if enabled.
21.2 After the legal point of irrevocability, cancellation requires the agreement of the relevant providers and, where applicable, the payee. No additional Digital Capital cancellation fee applies under the current Fees and Limits Schedule. A recovery attempt after execution is different from a statutory refund or APP reimbursement claim.
21.3 You may cancel a Direct Debit mandate through the agreed account channel and should also notify the organisation collecting the payment. To stop a particular scheduled debit, your instruction must reach us by the applicable legal deadline, ordinarily the end of the Business Day before the agreed debit date. Cancelling the mandate does not cancel a separate contract or debt owed to that organisation. We explain any payment already beyond its revocation deadline.
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
22.4 Actual cut-offs, service days and time zone must be stated in the product schedule before you contract. A cut-off must comply with law and may not be used to conceal an execution delay. The schedule distinguishes receipt of an order from successful settlement.
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 is a future module only. Any future SEPA offering must identify currency, scheme, execution deadlines and legal scope in a separate approved product schedule.
23.5 For a domestic electronic GBP payment, the ordinary maximum execution time is the end of the Business Day after receipt of the order. Where the conditions of PSRs regulation 86(2A)–(2D) are met, we may delay execution to investigate reasonable grounds to suspect fraud or dishonesty by someone other than you. Those grounds must be established by the end of the following Business Day. The delay must last no longer than necessary and never beyond the end of the fourth Business Day after receipt. Unless unlawful, we will notify you as soon as possible and by the end of the following Business Day of the delay, reasons and required information or action. We will reimburse interest or charges for which we are liable under regulation 94A. A general operational delay does not create this extension.
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 We will notify you of a payment refusal, the reasons if possible and how to correct factual errors, in the agreed manner, at the earliest opportunity and within the applicable execution deadline, unless notification is unlawful. No additional Digital Capital refusal, failure or return fee applies under this tariff.
25.1 Funds will be credited to your Account when received by us.
25.2 For a qualifying incoming payment we apply the required credit value date and make funds available immediately after receipt in the circumstances required by PSRs regulation 89. Lawful sanctions or other restrictions may apply. A third-party issue does not excuse our own statutory duties.
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
26.3 Where an order is executed using the unique identifier you supplied, the statutory incorrect-identifier rules apply. We will make reasonable efforts to recover funds and the receiving provider must cooperate as required by law. If recovery fails, we will provide on written request relevant information available to us to assist legal recovery where the law requires. No additional Digital Capital recovery or tracing fee applies under this tariff. This does not exclude a separate APP scam claim or liability for our own failure.
27.1 Where we are liable under the PSRs for non-execution, defective or late execution, we will without undue delay refund the relevant amount or restore the Account, apply the required value date and reimburse charges and interest for which we are responsible. On request we will trace the payment immediately and notify you of the outcome without charge.
27.2 Liability is allocated under the PSRs, including the incorrect-identifier rules and evidence of receipt by the payee’s provider. It is not excluded merely because an external system or another provider was involved.
28.1 A payment is unauthorised where you did not consent.
28.2 Tell us without undue delay after becoming aware of an unauthorised or incorrectly executed payment, and ordinarily no later than 13 months after the debit. The 13-month limit does not apply where we failed to provide or make available the transaction information required by law. Do not wait for a merchant, police investigation or chargeback before notifying us.
28.3 Where a payment was not authorised, we will refund it as soon as practicable and no later than the end of the Business Day after we become aware of it, and restore the account, including the correct credit value date no later than the original debit date. The statutory exception to that timing applies only where we have reasonable grounds to suspect fraud by you and notify those grounds in writing to the authority specified in regulation 76(3) of the Payment Services Regulations 2017. An ordinary investigation or pending recovery from another provider is not itself a basis to delay a required refund.
28.4 Before notification, liability for certain losses from a lost, stolen or misappropriated payment instrument is limited to £35. That liability does not apply where the loss, theft or misappropriation could not reasonably have been detected before the payment, except where you acted fraudulently, or where it was caused by our employee, agent, branch or outsourced provider. You may bear all losses where you acted fraudulently or intentionally or with gross negligence breached the applicable security or notification duties. Ordinary carelessness is not automatically gross negligence. Except for your fraud, you are not liable for relevant losses after notification, where we failed to provide appropriate means to notify us, or where we did not require strong customer authentication when required. The applicable statutory protections also apply to qualifying distance contracts. We must establish the legal basis for any customer liability; a security failure does not automatically remove refund rights.
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 For an eligible authorised payment initiated by or through a payee, request the statutory refund within eight weeks of the debit. We will refund it or give a reasoned refusal and redress information within ten Business Days. The legal conditions and any permitted exclusions under regulations 79 and 80 apply; adverse currency movements alone do not establish entitlement. APP scam reimbursement is a separate right described in clause 62 and the Fraud document.
29.4 Outgoing Direct Debits are also subject to the Direct Debit Guarantee. If an error is made in a Direct Debit collection by the collecting organisation or the account provider, the Guarantee provides a full and immediate refund. Contact us promptly so that we can arrange the claim through the applicable service. A refund paid in error may have to be repaid. The Guarantee does not cancel your underlying contract or replace any separate statutory refund right.
30.1 We monitor transactions for:
fraud
financial crime
regulatory compliance
30.2 We may:
delay payments
block transactions
request additional information
30.3 Our powers to delay or block payments are subject to clauses 23, 24 and 71 and cannot extend statutory refund or complaint deadlines. We provide accessible explanations and support where lawful and consider additional support needs.
31.1 We may apply limits to:
transaction amounts
payment frequency
31.2 Limits may be adjusted based on:
risk assessment
regulatory obligations
31.3 Clause 15 governs disclosure and changes of limits. A limit change does not permit spending uncleared funds, creating an overdraft or using another customer’s safeguarding allocation.
32.1 You will be able to view transaction details through your Account.
32.2 It is your responsibility to review transactions regularly.
33.1 Payments may involve third parties including:
payment schemes
intermediary banks
receiving institutions
33.2 Our use of banks, payment schemes, processors or other outsourced providers does not remove our legal responsibility for services we provide. We remain responsible where the law makes us liable for their acts or omissions. No exclusion here limits a mandatory payment refund, APP reimbursement, safeguarding, data protection or complaint obligation, liability for fraud or fraudulent misrepresentation, or death or personal injury caused by negligence. We are not the supplier of a merchant’s goods or services, but that does not remove payment dispute or scheme rights.
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.
34.4 FX is not part of the initial service. Before any activation, we will disclose the applicable reference rate, its source and method, timing, margin and all charges in an approved schedule. No exchange rate or margin is created by this conditional section.
35.1 Payment processing is based on Business Days.
35.2 Non-Business Day instructions may be processed on the next Business Day.
36.1 We may suspend payment services where:
required by law
fraud risk is identified
system integrity is at risk
36.2 We may block a payment instrument for objectively justified reasons relating to its security or suspected unauthorised or fraudulent use, and take restrictions required by law. We will tell you of the block and reasons in the agreed manner before it, or immediately afterwards if advance notice is not possible, unless disclosure would compromise objectively justified security reasons or is unlawful. We will unblock it or replace it once the reasons cease. Account termination follows the separate termination provisions; a temporary block does not remove safeguarding, refund, redemption or complaint rights.
37.1 We maintain records of all transactions.
37.2 These records may be used as evidence.
37.3 We must demonstrate that a disputed payment was authenticated, accurately recorded and unaffected by a technical breakdown or other deficiency in our service. Use of credentials, a device or authentication is not, on its own, sufficient proof of consent, fraud or intentional or grossly negligent breach of security duties. We will assess the evidence and provide supporting evidence where we allege fraud or gross negligence.
38.1 Cards are outside the initial service. Clauses 38–57 and card-related provisions elsewhere are retained as conditional future terms and apply only after the programme is approved, the legal issuer and roles are identified and the final Cardholder Terms and tariff are supplied and accepted.
38.2 A future card may be issued through an authorised issuer and approved scheme. The legal issuer, its regulatory status, the network and Digital Capital’s role must be specified in the final programme schedule. This draft does not confirm a Mastercard or Visa programme, or acceptance by any proposed issuer or processor.
38.3 Cards may be:
physical
virtual
39.1 The Card remains the property of the issuing entity.
39.2 We may require you to return or destroy the 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
41.1 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
41.3 The customer’s consent is required. PIN entry, contactless processing or an authentication record alone does not prove that you consented; clause 20 and the statutory evidential duties apply.
42.1 We may require multi-factor authentication for card transactions.
42.2 Transactions may be declined where authentication fails.
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.
43.4 Where the exact transaction amount is unknown, we may block funds only if you consent to the exact amount to be blocked. We will release the blocked amount without undue delay after receiving information about the exact amount, and at the latest immediately after receipt of the payment order, as required by regulation 78.
44.1 Some transactions may be processed without real-time authorisation.
44.2 This may result in:
delayed posting
negative balances
44.3 The initial account does not offer credit or an overdraft. A later card model must define offline presentment controls and a lawful process for genuine debts. A negative balance does not transfer another customer’s safeguarded funds or remove unauthorised-payment rights.
45.1 You may authorise recurring transactions.
45.2 You are responsible for managing such arrangements.
45.3 You may withdraw consent to future recurring payments by notifying the issuer or us through the agreed channel before the applicable revocation deadline. Cancelling a card payment authority does not cancel the underlying merchant contract. Payments after effective withdrawal are assessed under the unauthorised-payment rules.
46.1 We may impose limits on:
transaction value
ATM withdrawals
frequency of use
46.2 Urgent temporary restrictions follow clause 71; contractual limit changes follow clause 88. Security grounds do not justify an unrelated permanent change without required notice.
47.1 Transactions may be declined where:
funds are insufficient
risk is identified
system constraints apply
47.2 Our use of banks, payment schemes, processors or other outsourced providers does not remove our legal responsibility for services we provide. We remain responsible where the law makes us liable for their acts or omissions. No exclusion here limits a mandatory payment refund, APP reimbursement, safeguarding, data protection or complaint obligation, liability for fraud or fraudulent misrepresentation, or death or personal injury caused by negligence. We are not the supplier of a merchant’s goods or services, but that does not remove payment dispute or scheme rights.
48.1 You must notify us immediately if your Card is:
lost
stolen
compromised
48.2 We will block the Card promptly.
49.1 Tell us without undue delay after becoming aware of an unauthorised or incorrectly executed payment, and ordinarily no later than 13 months after the debit. The 13-month limit does not apply where we failed to provide or make available the transaction information required by law. Do not wait for a merchant, police investigation or chargeback before notifying us.
49.2 Where a payment was not authorised, we will refund it as soon as practicable and no later than the end of the Business Day after we become aware of it, and restore the account, including the correct credit value date no later than the original debit date. The statutory exception to that timing applies only where we have reasonable grounds to suspect fraud by you and notify those grounds in writing to the authority specified in regulation 76(3) of the Payment Services Regulations 2017. An ordinary investigation or pending recovery from another provider is not itself a basis to delay a required refund.
49.3 Before notification, liability for certain losses from a lost, stolen or misappropriated payment instrument is limited to £35. That liability does not apply where the loss, theft or misappropriation could not reasonably have been detected before the payment, except where you acted fraudulently, or where it was caused by our employee, agent, branch or outsourced provider. You may bear all losses where you acted fraudulently or intentionally or with gross negligence breached the applicable security or notification duties. Ordinary carelessness is not automatically gross negligence. Except for your fraud, you are not liable for relevant losses after notification, where we failed to provide appropriate means to notify us, or where we did not require strong customer authentication when required. The applicable statutory protections also apply to qualifying distance contracts. We must establish the legal basis for any customer liability; a security failure does not automatically remove refund rights.
50.1 If you dispute a Card transaction, you must notify us promptly.
50.2 We will assist with disputes under the applicable scheme identified in the approved card programme. Scheme chargebacks are separate from statutory refund rights and must not postpone a refund owed under clause 49.
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
51.1 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
52.1 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
53.1 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.
54.1 Cards are valid until the expiry date shown.
54.2 Replacement Cards may be issued automatically.
55.1 Transactions in foreign currencies are converted at applicable rates.
55.2 Rates may include a margin.
55.3 This clause is inactive until international card use and its reference rate, margin, transaction currency, settlement currency and disclosure method are expressly enabled in the final card tariff.
56.1 We are not responsible for:
goods or services provided by merchants
merchant disputes
56.2 Disputes must be resolved through appropriate channels.
56.3 Contact us promptly about an unrecognised or unauthorised payment; you do not need to resolve the matter with the merchant first to exercise statutory rights.
57.1 Our use of banks, payment schemes, processors or other outsourced providers does not remove our legal responsibility for services we provide. We remain responsible where the law makes us liable for their acts or omissions. No exclusion here limits a mandatory payment refund, APP reimbursement, safeguarding, data protection or complaint obligation, liability for fraud or fraudulent misrepresentation, or death or personal injury caused by negligence. We are not the supplier of a merchant’s goods or services, but that does not remove payment dispute or scheme rights.
57.2 Liability is limited to foreseeable losses.
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.
59.1 We are not liable for:
indirect or consequential losses
loss of profit, business, or opportunity
reputational damage
59.2 Our use of banks, payment schemes, processors or other outsourced providers does not remove our legal responsibility for services we provide. We remain responsible where the law makes us liable for their acts or omissions. No exclusion here limits a mandatory payment refund, APP reimbursement, safeguarding, data protection or complaint obligation, liability for fraud or fraudulent misrepresentation, or death or personal injury caused by negligence. We are not the supplier of a merchant’s goods or services, but that does not remove payment dispute or scheme rights.
59.3 Our liability is limited to losses that are:
direct
reasonably foreseeable
59.4 The exclusions of commercial losses and foreseeability test operate only to the extent lawful and reasonable. They do not restrict the specific statutory amounts payable under this Agreement, including required refunds, reimbursement, charges and interest.
60.1 For non-execution, defective execution or late execution, clause 27 sets out the applicable refund, restoration, tracing, value-date, charge and interest obligations.
60.2 The incorrect-identifier and other specific statutory exceptions apply only within their legal scope. Third-party involvement alone does not exclude liability.
61.1 Where a payment was not authorised, we will refund it as soon as practicable and no later than the end of the Business Day after we become aware of it, and restore the account, including the correct credit value date no later than the original debit date. The statutory exception to that timing applies only where we have reasonable grounds to suspect fraud by you and notify those grounds in writing to the authority specified in regulation 76(3) of the Payment Services Regulations 2017. An ordinary investigation or pending recovery from another provider is not itself a basis to delay a required refund.
61.2 Before notification, liability for certain losses from a lost, stolen or misappropriated payment instrument is limited to £35. That liability does not apply where the loss, theft or misappropriation could not reasonably have been detected before the payment, except where you acted fraudulently, or where it was caused by our employee, agent, branch or outsourced provider. You may bear all losses where you acted fraudulently or intentionally or with gross negligence breached the applicable security or notification duties. Ordinary carelessness is not automatically gross negligence. Except for your fraud, you are not liable for relevant losses after notification, where we failed to provide appropriate means to notify us, or where we did not require strong customer authentication when required. The applicable statutory protections also apply to qualifying distance contracts. We must establish the legal basis for any customer liability; a security failure does not automatically remove refund rights.
61.3 Your liability is otherwise limited in accordance with applicable law.
62.1 For eligible UK Faster Payments APP scam claims, mandatory reimbursement covers qualifying individuals, micro-enterprises and charities under the scheme rules, including an eligible business customer. The maximum mandatory reimbursement is £85,000 for a claim, including linked scam payments. Tell us promptly and no later than 13 months after the last scam payment in the claim. We will normally reimburse within five Business Days; a permitted information-gathering pause may apply, but we must reach an outcome within 35 Business Days. Reimbursement does not depend on first recovering money from the receiving institution.
62.2 No APP reimbursement excess applies under the current Digital Capital tariff. The standard-of-caution exception does not apply where your vulnerability materially affected your ability to protect yourself from the scam. The remaining scheme eligibility, evidential and gross-negligence requirements continue to apply. We may rely on the standard of caution exception only where we establish gross negligence in meeting the relevant requirements: having regard to specific warnings, reporting promptly, responding to reasonable and proportionate information requests, and reporting to the police or consenting to us reporting on your behalf if requested. This is a high threshold; ignoring a warning or failing to take ordinary care does not automatically defeat a claim.
62.3 Mandatory FPS protection does not cover every payment: exclusions include payments to an account you control, civil disputes without fraud, international transfers, card payments, cash and cheques. Your fraud or collusion excludes a claim. Payments outside the mandatory scheme are still assessed for any other legal, contractual or complaint rights. The full Fraud document explains the separate rules; a business’s ineligibility for APP protection does not itself decide FOS eligibility.
63.1 We are not liable for:
disputes with merchants
quality of goods or services
63.2 Card disputes are handled through scheme processes.
63.3 These statements concern the underlying purchase. They do not restrict statutory refund rights or an available chargeback, and we will not require a merchant dispute to conclude before a mandatory payment refund.
64.1 We do not guarantee uninterrupted service.
64.2 We will use reasonable skill and care in operating the service and provide available information about material interruptions. Our liability is governed by clauses 27–29 and 58–65; a system failure or maintenance event does not automatically exclude liability.
65.1 We rely on the statutory abnormal-and-unforeseeable-circumstances defence only where the event is beyond our control and its consequences would have been unavoidable despite all efforts to the contrary, or where an applicable law provides the relevant defence. Natural disasters, outages, network failures or regulatory actions are assessed against that test and are not automatic exclusions.
66.1 To the extent lawful and reasonable, you are responsible for direct, reasonably foreseeable loss caused by your material breach, misuse or fraudulent or unlawful activity. Any claim must reflect causation and reasonable mitigation, and must not include loss caused by our own breach, negligence or failure to comply with law.
66.2 The same limits apply to acts of Authorised Users within your responsibility. This clause does not override statutory allocation of unauthorised-payment losses or APP claims.
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 will comply with a legal obligation within its proper scope. This clause does not excuse an incorrect application of law or remove a refund, complaint or other remedy which remains legally available.
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
69.1 You must notify us of disputes promptly.
69.2 We will investigate disputes in accordance with:
applicable law
payment scheme rules
69.3 Complexity and third-party involvement do not automatically extend statutory refund or complaint deadlines. The relevant deadlines in clauses 28, 29, 62 and 92 continue to apply.
70.1 We rely on third parties including:
payment schemes
banks
service providers
70.2 Our use of banks, payment schemes, processors or other outsourced providers does not remove our legal responsibility for services we provide. We remain responsible where the law makes us liable for their acts or omissions. No exclusion here limits a mandatory payment refund, APP reimbursement, safeguarding, data protection or complaint obligation, liability for fraud or fraudulent misrepresentation, or death or personal injury caused by negligence. We are not the supplier of a merchant’s goods or services, but that does not remove payment dispute or scheme rights.
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
71.3 We may block a payment instrument for objectively justified reasons relating to its security or suspected unauthorised or fraudulent use, and take restrictions required by law. We will tell you of the block and reasons in the agreed manner before it, or immediately afterwards if advance notice is not possible, unless disclosure would compromise objectively justified security reasons or is unlawful. We will unblock it or replace it once the reasons cease. Account termination follows the separate termination provisions; a temporary block does not remove safeguarding, refund, redemption or complaint rights.
72.1 For an indefinite framework contract entered into on or after 28 April 2026, ordinary termination by us will be on at least 90 days’ notice on a durable medium. The notice will state sufficiently detailed and specific reasons to enable you to understand the termination and give complaints and Financial Ombudsman Service information where applicable. Shorter notice, immediate termination or withholding information is permitted only to the extent a specific statutory exception in regulations 51C or 51D applies, or another applicable law requires it. A generic reference to risk, a scheme change or breach of contract is not itself such an exception. We will consider the applicable grounds and information duties individually. An ongoing investigation does not create an unlimited right to withhold your balance.
72.2 We will identify the contractual and legal basis, duration and review of any restriction during an investigation. We will not delay closure or redemption merely because an unspecified investigation remains open. Specific legal freezes and information restrictions remain applicable.
73.1 You must repay any negative balance.
73.2 We may recover amounts due through:
set-off
other lawful means
73.3 No overdraft is provided under the initial product. Any asserted negative balance must be evidenced and lawfully due after correction of errors and determination of disputed payments; statutory refund and complaint rights remain available.
74.1 We may deduct from your e-money balance only an amount legally due and payable to us and expressly deductible under the agreed terms, without overriding mandatory rights or legal restrictions. We do not use another customer’s money, give a safeguarding bank a general right of set-off, or count an amount creating a negative balance as a reduction of the safeguarding requirement. Disputed or contingent sums are not automatically earned fees.
75.1 You may not assign your rights without our consent.
75.2 We may assign our rights where permitted by law.
76.1 If any provision is invalid, the remainder remains in force.
77.1 This Agreement and the other documents incorporated under section 2 together form the agreement for the relevant Digital Capital services. The document hierarchy and mandatory-rights protections in section 2 apply. A separate Griffin savings account is also governed by its applicable accepted product terms; those terms do not remove Digital Capital’s responsibilities for its own service and charges.
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.
79.1 You may access transaction records through your Account.
79.2 It is your responsibility to review records regularly.
79.3 Our records are evidence but are open to correction and challenge. We retain the statutory burden of proof for disputed authentication, recording and authorisation; clause 20 applies.
80.1 We may communicate with you via:
electronic messages
email
platform notifications
80.2 We send notices using your agreed contact details and durable-medium arrangements. We will give any legally required notification that a document is available and preserve a reproducible copy. Delivery and legal notice periods follow applicable law; sending alone is not conclusive proof that all information duties were met.
81.1 This Agreement is provided in English.
81.2 All communications will be conducted in English unless otherwise agreed.
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 No separate inactivity or dormancy fee applies. The agreed base subscription continues while the Account remains open, subject to the pilot closure and refund terms.
82.4 Dormancy does not transfer ownership of your funds to us or stop safeguarding. No separate inactivity or dormancy fee applies. We will support re-verification and redemption subject to legal restrictions.
83.1 You may close your Account at any time.
83.2 You may close the Account without a customer notice period or early-exit charge. We arrange redemption, explain outstanding transactions and calculate periodic charges proportionately to termination. Outside the pilot refund promise, unused prepaid fees are refunded proportionately and valid accrued charges remain payable. A disputed obligation does not automatically prevent termination or lawful redemption.
83.3 The pilot full tariff-fee refund in the Fees and Limits Schedule applies where you request closure of your overall Digital Capital customer account during the pilot. It takes precedence over general wording about accrued or non-refundable fees. No new subscription charges accrue after a qualifying whole-account closure request.
84.1 For an indefinite framework contract entered into on or after 28 April 2026, ordinary termination by us will be on at least 90 days’ notice on a durable medium. The notice will state sufficiently detailed and specific reasons to enable you to understand the termination and give complaints and Financial Ombudsman Service information where applicable. Shorter notice, immediate termination or withholding information is permitted only to the extent a specific statutory exception in regulations 51C or 51D applies, or another applicable law requires it. A generic reference to risk, a scheme change or breach of contract is not itself such an exception. We will consider the applicable grounds and information duties individually. An ongoing investigation does not create an unlimited right to withhold your balance.
84.2 We will explain how to redeem remaining e-money, obtain records and complain, and distinguish the termination date from any separate lawful restriction on a transaction or balance.
84.3 Immediate closure or curtailed notice is used only within an applicable statutory exception or binding legal requirement; we document the basis and provide all information that remains lawfully required.
85.1 You may request redemption of e-money at face value at any time, in whole or in part, subject to applicable law. No additional Digital Capital redemption, balance-return or closure fee applies. We do not pay interest linked to the length of time e-money is held.
85.2 We may require proportionate identity or beneficiary checks and comply with a legal freezing or other restriction. We will explain what is needed and act without undue delay where lawful. A generic compliance review or ongoing investigation does not authorise indefinite retention or end safeguarding.
86.1 Certain provisions survive termination, including:
liability
indemnity
regulatory obligations
87.1 All agreed package functions will be available from pilot entry, subject to the stated eligibility and account requirements. A later change, suspension or withdrawal of a service must follow the applicable contractual and legal notice, security and customer-protection requirements. We will address affected mandates, pending payments, balances and access to funds; a product change does not by itself remove refund or complaint rights.
87.2 For a change to the framework agreement or an agreed fee or limit requiring notice, we will give at least two months’ advance notice on a durable medium, explain the proposed change, and tell you that you may reject it and terminate without charge before it takes effect. Where the notice expressly provides for deemed acceptance, you are treated as accepting only if you do not reject it before that date. Publishing a revised webpage alone is insufficient. Any immediate change must fall within a specific legal permission, such as an agreed reference exchange-rate mechanism or a change more favourable to you; urgent security controls are governed by the separate blocking provisions.
88.1 For a change to the framework agreement or an agreed fee or limit requiring notice, we will give at least two months’ advance notice on a durable medium, explain the proposed change, and tell you that you may reject it and terminate without charge before it takes effect. Where the notice expressly provides for deemed acceptance, you are treated as accepting only if you do not reject it before that date. Publishing a revised webpage alone is insufficient. Any immediate change must fall within a specific legal permission, such as an agreed reference exchange-rate mechanism or a change more favourable to you; urgent security controls are governed by the separate blocking provisions.
88.2 Acceptance is governed by clause 88.1. Continued use alone does not cure missing notice, missing information or a failure to provide the right to reject and terminate.
89.1 We may transfer or assign our rights where permitted by law.
89.2 You may not transfer your rights without our consent.
90.1 This Agreement does not confer rights on third parties except where required by law.
91.1 Digital Capital Ltd is authorised by the Financial Conduct Authority.
91.2 Regulatory obligations may override certain provisions of this Agreement.
92.1 Complaints are free. Contact info@digi-capital.co.uk or write to Digital Capital Ltd, 3rd Floor, 86–90 Paul Street, London, EC2A 4NE, England. We acknowledge complaints promptly and explain the applicable timetable. For payment-services and e-money complaints within the relevant rules we provide a final response within 15 Business Days; only exceptional circumstances beyond our control permit a holding response explaining the delay and a final response by 35 Business Days. For other complaints subject to the standard DISP timetable, by eight weeks we send a final response or the required written explanation of delay and FOS referral information. Eligible complainants may refer to the Financial Ombudsman Service after our final response or when the applicable response deadline expires, normally within six months of our final response. See our Complaints Policy for eligibility and contact details.
92.2 Financial Ombudsman Service eligibility is determined under its rules, independently of our commercial customer or risk category. Using our complaints process does not prevent court proceedings or other statutory remedies.
93.1 We maintain records in accordance with regulatory requirements.
93.2 Records may be retained for statutory periods.
94.1 If any provision is invalid, the remainder remains in force.
95.1 Failure to enforce a provision does not constitute a waiver.
96.1 This Agreement and the other documents incorporated under section 2 together form the agreement for the relevant Digital Capital services. The document hierarchy and mandatory-rights protections in section 2 apply. A separate Griffin savings account is also governed by its applicable accepted product terms; those terms do not remove Digital Capital’s responsibilities for its own service and charges.
97.1 This Agreement is governed by the laws of England and Wales.
98.1 Courts of England and Wales shall have jurisdiction.
99.1 The initial payment routes are those listed in clause 18.2. CHAPS is incoming only. Direct Debit is for paying from the Account, not collecting from your customers. Conditional terms for other future products do not make those services available under this package.
99.2 The availability of payment schemes may vary depending on:
jurisdiction
receiving institution
regulatory restrictions
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
101.1 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.
101.3 Clause 19 and the statutory receipt rules govern. Completed screening is not an additional unrestricted condition for starting the statutory clock after receipt of a valid order.
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 Transfer is not active under the initial product. Its maximum execution time must be specified before future activation.
102.4 SEPA Instant is not active under the initial product. If enabled later, scheme availability and the applicable execution standard must be stated; an indicative “near real-time” description cannot replace a legal deadline.
102.5 For a domestic electronic GBP payment, the ordinary maximum execution time is the end of the Business Day after receipt of the order. Where the conditions of PSRs regulation 86(2A)–(2D) are met, we may delay execution to investigate reasonable grounds to suspect fraud or dishonesty by someone other than you. Those grounds must be established by the end of the following Business Day. The delay must last no longer than necessary and never beyond the end of the fourth Business Day after receipt. Unless unlawful, we will notify you as soon as possible and by the end of the following Business Day of the delay, reasons and required information or action. We will reimburse interest or charges for which we are liable under regulation 94A. A general operational delay does not create this extension.
103.1 Payments may be delayed due to:
AML or compliance checks
sanctions screening
fraud monitoring
system or network issues
103.2 Any delay must have a lawful basis and comply with clauses 23 and 102. Third-party or network issues do not create a general liability exclusion; statutory restoration, tracing, value-date, charge and interest duties continue to apply.
104.1 Payments may be subject to:
scheme limits
regulatory limits
internal risk thresholds
104.2 Urgent restrictions and permanent limit changes follow clauses 15, 71 and 88. We will disclose the reason and effect where required and lawful.
105.1 We may refuse a payment instruction where:
required by law
fraud or risk concerns exist
data is incomplete
105.2 Notification follows clause 24, including the deadline, reasons where possible and correction of factual errors, unless unlawful.
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.
106.4 An unsuccessful recovery attempt does not remove a statutory refund or mandatory APP reimbursement obligation.
107.1 Payments may pass through intermediary institutions.
107.2 Any Digital Capital charge for the initial package is limited to the Fees and Limits Schedule. Costs charged to Digital Capital by its banking, payment or other service providers remain Digital Capital’s responsibility unless expressly included as a customer charge in that schedule. Independent charges under your separate acquiring agreement or imposed by a sender’s bank are outside the Digital Capital tariff. Third-party involvement does not remove our statutory execution, refund or other responsibilities.
107.3 Our use of banks, payment schemes, processors or other outsourced providers does not remove our legal responsibility for services we provide. We remain responsible where the law makes us liable for their acts or omissions. No exclusion here limits a mandatory payment refund, APP reimbursement, safeguarding, data protection or complaint obligation, liability for fraud or fraudulent misrepresentation, or death or personal injury caused by negligence. We are not the supplier of a merchant’s goods or services, but that does not remove payment dispute or scheme rights.
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.
108.4 This section is retained for a future product and is not active. Before use, we will identify the exact service, currency, territorial scope, charges, maximum execution time, revocation and refund rules. Domestic account terms do not by themselves authorise an EEA or cross-border product.
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
109.3 Mandatory APP reimbursement for eligible Faster Payments is described in clause 62 and the Fraud document; speed does not remove fraud or refund protections.
110.1 Confirmation of a transaction does not guarantee:
final settlement
successful receipt
110.2 Final settlement depends on scheme completion.
110.3 We will identify whether a displayed message means receipt, authorisation, submission, execution or settlement. This description does not reduce an execution deadline or make a statutory refund dependent on scheme completion.
111.1 A payment may fail due to:
incorrect details
receiving bank rejection
compliance restrictions
111.2 Where we are obliged to restore or refund a failed payment, we will do so without undue delay with the required value date and relevant charges and interest, as described in clause 27.
112.1 You are responsible for avoiding duplicate instructions.
112.2 If you knowingly give two distinct valid instructions, both may be executed and recovery may require the payee’s cooperation. We remain responsible for duplicates caused by our systems or execution error, and we assess any unauthorised payment or scam claim under the relevant rules.
113.1 In exceptional circumstances, we may:
suspend payment services
restrict functionality
113.2 This includes:
regulatory intervention
systemic risk events
113.3 Exceptional measures remain subject to lawful grounds, proportionate review and the notification and customer-rights provisions in clauses 65, 71, 72 and 84.
114.1 We may implement measures such as:
transaction delays
confirmation prompts
additional verification
114.2 These measures may affect payment speed.
114.3 Any fraud delay follows clause 23.5. We will explain the effect of any Confirmation of Payee response or warning used in the enabled service; a match does not guarantee a legitimate recipient and a mismatch does not automatically decide reimbursement.
115.1 Cross-border payments may be subject to:
additional checks
regulatory reporting
delays
115.2 Cross-border payments are not offered under the initial product. This retained section applies only to a separately approved future service with a completed product schedule.
116.1 We may report transactions to:
regulators
authorities where required by law.
116.2 Before activation we provide the completed service schedule identifying the service provider and regulatory register, available channels and unique identifiers, receipt and cut-offs, maximum execution times, all charges and limits, security and reporting channels, communication and statement arrangements, duration and termination, complaint rights and any specific product permissions. No unresolved completion field is part of an activated customer contract.