Terms of Service

Payeda End-User Terms of Service

Created at 22 April 2021 Revised at 3 June 2021

Our Services are delivered by Payeda Limited ("Payeda", "we", "us"), a company registered in England and Wales (Company No: 12717121) with the registered office at 2 nd Floor College House. 17 King Edwards Road, Ruislip, London, United Kingdom. HA4 7AE.

These end-user terms of service ("Terms") apply to you ("End-User",”member”, “Payeda member”, "you") each time you use Payeda's Services through the application or website of Payeda i.e. http://bgd.e8d.myftpupload.com.

You must agree to the Terms in force at that time, so please be sure to read these Terms of Services carefully each time you use the Services. If you do not agree to these Terms, you cannot use any of our Services.

Payeda is an Agent of TrueLayer Limited which is authorised and regulated by the Financial Conduct Authority (“FCA”) under the Payment Services Regulations 2017 and the Electronic Money Regulations 2011 (Firm Reference Number: 901096). TrueLayer Limited provides Payment Initiation Services (PIS) and Account

Information Services (AIS) as per the End-User Terms of Services (https://www.truelayer.com/enduser_tos) by TrueLayer Limited (“TrueLayer”) to End-User of Payeda.

About Our Services / How It Works

Payeda provides you any of following Services:

Being a Member of PAYEDA:

There are two types of membership in Payeda:
i) Business member
ii) Individual member

Business member Sign-Up process for Payeda:

• Companies House business name verification check.
• Open Banking Account Holder Name check using Account Information Services (AIS) whether it does
  match with your business name in Companies House.
• After verification procedure by Payeda administrative platform, your business can be a member of Payeda. The result of verification process will be e-mailed to your business mail account which has been given by you to Payeda during the openning of your account.

After verifying the business, you can upload your company’s incoming & outgoing invoices to Payeda
platform. You can send invitation for Payeda membership to your customers and/or suppliers. They can be a member of Payeda and upload their invocies to the platform as well after passing of the membership
verification process.

Individual member Sign-Up process for Payeda:

• Individuals can be only a member through the invitation code sent by their Suppliers who are the
  Business member of Payeda.
• Individuals can only use Payeda to pay their invoices issued for them and uploaded to Payeda by their Suppliers who are the Business member of Payeda.

Upload Invoices to the Platform:
Business members upload their invoices through:

• By File Transfer (CSV format).
• Connecting your ERP program / Accounting Software to Payeda by API to upload your Incoming /
  Outgoing invoices. You can choose one of the most used accounting software like Xero, Quickbooks to
  connect Payeda to upload the invoices.
• Upload invoice in PDF format to Payeda.
• Create your invoice manually in Payeda.

Describe Your Open Banking Accounts:

• Describe your Open Banking bank accounts in Payeda to;
  -get payments from your customer via Open Banking payment through Payment Initiation
  Services (PIS) .
  -make payments to your suppliers via Open Banking payment through Payment Initiation
  Services (PIS).
• Payeda will check your business name and Open Banking Account Name matches before using the full
  capacity of Payeda.
• Merge or aggregate your bank accounts in different banks using Account Information Services (AIS) to
  make sure the available balance before making payment and getting the transaction history of your
  accounts after the payment.

Making Payments in Payeda:
After you Sign-in to Payeda, unpaid invoices from different Suppliers can be seen. By choosing the ones to pay via Open banking account and checking your Open Banking Accounts in different banks using Account Information Services (AIS) to make sure that there is an available balance to pay your unpaid invoices, connect to one of your Open Banking Account via Login procedure to your bank and make a payment using Payment Initiation Services (PIS). After realization a payment, you can send payment details to your Accounting software.

Payment Initiation Services: in Payeda you are getting regulated payment initiation services ("PIS")
provided by TrueLayer Limited. With your consent, and at your instruction, your payment account
provider (e.g. your bank) ("Payment Account Provider") to make a payment or payments from your
selected payment account (your "Payment Account") to your chosen recipient. When you want to
make a payment using PIS, you will be redirected to your Payment Account Provider so you can
provide them with your login and security credentials ("Credentials") and undergo authentication with
them. We will never ask you to share your Credentials with us. The Payment Account Provider will only
act on the instruction to make the payment after you give them your Credentials and successfully
authenticate with them. Once your Payment Account Provider has confirmed authentication, they will
be instructed to make a payment in accordance with your instructions (a "Payment Order"). Once you
have authorised the payment with your Payment Account Provider, funds will usually leave your
Payment Account immediately and, at the latest, within two hours. We will confirm the successful
initiation of a Payment Order, and your Payment Account Provider (and not us) is responsible for
executing it. If we consider that the conditions set out in these Terms are not satisfied, or if it would be
unlawful to provide you with PIS, Payment Order may be refused to do so. If your Payment Order is
refused to initiate, we will notify you through the app or service you are using, unless the law prevents
us from doing so.

Account Information Services: in Payeda you are getting regulated account information services
("AIS") provided by TrueLayer Limited. We enable you to access and view information relating to your
Payment Accounts ("Account Information"), including through our apps or websites, in a consolidated
form. We may display consolidated Account Information to you through our app or website which is
AIS services providing by TrueLayer Limited to us as an agent of them. In order to use AIS service, you
will be directed to a page where you will be able to give your consent to TrueLayer, select the Payment
Account Provider and Payment Account you want to connect to, and the Account Information you
want to access. After you select your Payment Account Provider and Payment Account, TrueLayer will
redirect you to your Payment Account Provider (either on a web browser, or your banking mobile
application) who will ask you for your Credentials, for authentication. We will not be able to see or
access your Credentials at any time. Once your Payment Account Provider has confirmed
authentication, we will access your Account Information, provide it to you, and share it in accordance with your instructions to us. The Account Information retrieved and shared may include your personal account details (such as name, address, email, phone number), transaction history, transaction
amounts and descriptions, account name and number, currency, account balance, any overdraft
balance, payment due dates and other information about your transactions. This will depend on the
services being choosen by you provided by us through which you access the AIS service. You will need
to renew Payeda's access to your Payment Account(s) by authenticating with the relevant Payment
Account Provider at least every 90 days. If we consider that the conditions set out in these Terms are
not satisfied, or if it would be unlawful to provide you with AIS, it may be refused to do so. If this is the
case, we will notify you through the app or website, unless the law prevents us from doing so.

Getting Payments Through Invoice Discounting or Invoice Factoring in Payeda

After you upload sales invoices to Payeda, you can send request to Payeda to get payments for unpaid
invoices through Invoice factoring or Invoice discounting methods. To make request for payments through these methods, your customer should confirm and/or accept the invoice first. Without customer
confirmation, invoices could not be paid by these methods. After getting the confirmation, it is possible to
get a factoring or discounting offer to your business. You can view all the offers and decide the appropriate
one for your business to get early payment from the financial institutions.

Download or Entering into the Payments Details from Payeda to your ERP or Accounting Software:

Businesses download their payment transaction details through:

• By File Transfer (CCV format).
• Connecting Payeda to your ERP program / Accounting Software by API to download your payment transactions. You can choose one of the most used accounting software like Xero, Quickbooks to
  connect Payeda to download payments. Some of the ERP / Accounting software will give you a
  opportunity to synchronise the payment in them as soon as the payment realised in Payeda and they
  will change the status of the related invocie as paid.
• Getting a payment details in PDF format from Payeda.
• Enter the payment which is originated in Payeda to your ERP or accounting software by manually.

Defining Business Users as a child account of Your Business in Payeda:

Business member can define a child account in Payeda to give a different job responsibility to their
staff in Payeda platform. These child accounts could be described and activated only by administrative
account of the Payeda Business member. Administrative account is the one who opens the business account In Payeda first, acts like a superuser account of the Business member. Administrative account can get a activity log of the child accounts as well.

Payment Account Providers

We are not responsible for any problems that you might have with the functionality or suitability your Payment Account Provider (e.g. your bank). We are responsible for retrieving and transmitting your Account Information safe and securely but not for the content of your Account Information itself, which is the responsibility of your Payment Account Provider. If you have any questions in relation to these, you should speak to your Payment Account Provider.

Your use of your Payment Account will also be subject to other terms and conditions - these Terms will not
affect any of those terms. In particular, your Payment Account Providers will have separate rules on data
protection that will apply to your use of their services.

Any Account Information that you choose to share as a result of using our PIS or AIS Services which provided by TrueLayer Limited will be encrypted with a multi-key encryption mechanism. We delivering the app or website will only be able to access this information if you have explicitly given us your permission to do so.

Payeda are committed to ensuring your financial data is secure, in particular protecting your financial data by
deploying SSL and high standard encryption algorithm.

Fees and Charges of Our Services

Membership Fee:
We charge you monthly basis as a business member of Payeda based on our Pricing Policy (http://bgd.e8d.myftpupload.com/prices) which time to time changes by Payeda. When you become a member of
Payeda, you should choose one of the membership packages of Payeda. After you confirm the chosen
package, you will access the Membership Pricing Agreement. You should accept the Terms and Conditions of the Membership Pricing Agreement and then Payeda issue an invoice in the Payeda platform related with the services in your membership package which was chosen by you. You will regularly get an invoice as a monthly basis to continue your membership in Payeda. You are getting access to your bank accounts and transaction details through Open Banking channel through the Payeda membership. For the payment methods of this membership invocies are described in the Membership Pricing Agreement in details.

PIS Fees:

To get payments for unpaid invoices through Open Banking channel, you should pay PIS fee to us. The
transaction fee for this facility should be a part of our PIS Pricing Agreement which is going to be accessed and accepted the Terms and Conditions of this agreement in Payeda platform after you become a member. For the payment methods of this PIS fees are described in the PIS Pricing Agreement in details.
You should pay monthly membership fees and PIS payment transaction fees through the Payeda Open Banking platform to us.

Using Our Services

We are providing the Services to you only and you should not share your access to the Services with anyone else. By using the Services, you confirm that:

• You will not use our Services for any fraudulent, unlawful or abusive purpose;
• You are responsible to invite your customers to the platform of Payeda and you are responsible and
  liable for all acts and omissions of your invited customers;
• You are responsible for the invoices which are uploaded to Payeda by you or created manually in
  Payeda by you are the legitimate and accurate ones.
• You are responsible to define and liable for all acts and omissions of child accounts of your business
  when they use and operate in Payeda on behalf of your business;
• The Credentials you use are your own and you are duly authorised to use the Credentials to connect
  your Payment Account(s) to our Services;
• When you are using our AIS, you give us your explicit consent to retrieve and share Account
  Information from your selected Payment Account(s) ;
• When you are using our PIS, you are giving us your consent to initiate a payment from your selected
  Payment Account(s) to your selected recipient.

Intellectual Property

Payeda owns all rights, title and interest (including intellectual property rights) in and to the Services, our
website and technology. If you choose to give us feedback or suggestions about any part of our Services, website or technology we may use them without any limitations.

Disclaimers

We want you to get the most out of our Services and we will provide our Services with reasonable care and
skill. All Services (including any additional services or products) are provided to you on an "as is" and "as
available" basis.

Other than as expressly set out in these Terms, any additional terms we introduce from time to time, or implied by consumer law, we do not make any particular commitments or promises to you about our Services. For example, we do not promise that any content within the Services, the functions of the Services, or their reliability or availability will be suitable for your needs. This does not affect your statutory rights.

To the extent permitted by applicable law, we exclude all warranties.

You agree that you will be liable for any losses that are proved to be sustained by Payeda as a direct result of
your breach of these Terms.

Liabilites and Responsibilities

We are only responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of us breaching these Terms or failing to use reasonable care and skill in our provision of the Services. We are not responsible for any loss or damage that is not foreseeable or, to the extent permitted by law, for any indirect or consequential losses (including lost profits, lost revenue or financial losses) arising in the course of a business carried on by you.

Payeda are responsible for safeguarding your Payeda account but you should take all necesssary and
reasonable steps by using very strong password for your Payeda account and keep it safely. You are responsible for any loss and any damage arising from your failure or imprudent behaviour for your Payeda account.

Payeda will not be responsible for any loss you may suffer as a result of your material failure to comply with
these Terms or caused by matters beyond our reasonable control, for example, an interruption or failure of a utility service, pandemic, industrial action, natural disaster, explosion or accident. We do not exclude or limit in any way our liability to you insofar as it would be unlawful to do so.

We are not responsible for any harm, damage or loss to you arising form the erroneous or inaccurate form of
the invoices uploaded by you in Payeda.

We are not responsible for any harm, damage or loss to you arising from third parties systems or activities
(such as ASPSP’s banking system fail, or your Internet access fail) when you are getting Services from Payeda.

When you are using our Services, if you notice unauthorised, or suspicious transactions on your Payment Account, you should immediately contact your Payment Account Provider, who is responsible for investigation, and, where necessary, reimbursing you. Please refer to the complaints policy of your Payment Account Provider.

We are not responsible for any harm, damage or loss to you arising from, or relating to hacking, tampering or
unauthorised access to your Account Information that is not within our reasonable control. If you suspect that
somebody else has access to your Credentials and is fraudulently using them to access the Services, you must contact us immediately by email at [email protected].

Termination of the Agreement

Each time you use our Services, you will be bound by the Terms in force at that time. We may terminate our
agreement with you or suspend your access to any part of our Services at any time if you have breached any of these Terms or if we believe we are required to do so by law. You may terminate your agreement with us at any time by notice in writing to [email protected]. We may update these Terms at any time and the changes will be published on http://bgd.e8d.myftpupload.com. Any changes are effective immediately on posting. If either we or you terminate this agreement, or you do not agree to the Terms in force at the point at which you want to use our Services, you cannot use our Services.
These Terms are available for you to at http://bgd.e8d.myftpupload.com.

Complaints

If you are unhappy with any part of Payeda's services;

• You to contact via our website http://bgd.e8d.myftpupload.com/contact or
• you can e-mail to [email protected] or
• alternatively you can write to us at:
  Payeda Limited 2nd Floor College House. 17 King Edwards Road, Ruislip, London, United Kingdom. HA4 7AE.

You should give us the below details in your complaint to make us able to help you;

•  Reason of your complaint.
•  Detailed description of your complaint.
•  Error messages related with this complaint and
•  The list of Parties related with this complaint

We will aim to investigate and resolve your problem or give you a clear response as soon as possible (in a 3
working days).

Final decision will be given in max. 3 weeks time. If you are not happy with our final decision, you can submit your complaint to the FOS through the link at: https://www.financial-ombudsman.org.uk

Applicable Law
These Terms are governed by English law and you can bring legal proceedings in respect of the Services in the English courts. Any matter, claim or dispute arising out of or in connection with these Terms, whether contractual or non-contractual, is to be governed by and determined in accordance with English law.

General

These Terms are the entire agreement between you and us in relation to the Services. You may not transfer
your rights under these Terms to any third party without our written consent. If there is any conflict between these Terms and terms that apply to additional services, the terms applying to any additional services will prevail in the conflict. If any part of these Terms is invalid, that part of the Terms shall be modified to make it valid, or deemed deleted if it is not possible to modify the term. This will not affect the rest of the Terms. A failure or delay by either of us in exercising any right or remedy under these Terms or by law shall not be a waiver of that or any other right or remedy. A waiver of any right or remedy under these Terms or by law is only effective if it is in writing. These Terms control the relationship between Payeda and you. They do not create any third party rights.