Welcome to Blackthorn Finance
These Individual Terms & Conditions were last updated on 21 July 2022
1. Contract formation, purpose and overview
1.1 Unless otherwise stated, capitalised words are defined in Clause 2.
1.2 This agreement, together with our web page which can be found here https://blackthorn.finance setting out the charges applicable for the Services (the “Fees Schedule”), form your agreement with us for our provision of the Services to you (the "Agreement").
1.3 It is a condition of this Agreement that you also enter into an agreement with Swipe International Ltd (“Swipe”) for the provision by them to you of an electronic money wallet (the “Swipe Wallet”). This is so that you can comply with the requirements set out in Clause 5.3 of this Agreement. Swipe’s terms and conditions can be found here: https://globalpayments.theswipecompany.com/t&c.html. You will be presented with these terms and conditions and asked to agree to them as part of our customer journey.
1.4 In the Agreement, the terms "Blackthorn", "we", "us", and "our" refer to Blackthorn Finance Ltd and "you", "your" refer to any person who accesses and/or uses the Services and is bound by this Agreement.
1.5 By accessing, registering for and using the Services, you agree to be bound by this Agreement.
1.6 This Agreement has no fixed term. The Services are offered with no minimum duration and will continue in force until terminated in accordance with Clause 14.
1.7 The language of the Agreement is English, and all Services carried out in connection with it will be English.
1.8 The Personal Account is offered only for your personal use.
1.9 It is important that you understand that access and use of the Services is conditional on your acceptance of this Agreement. You can request a copy of the Agreement at any time via post or email. Please send an email to [email protected] if you want a copy of the Agreement.
2. Definitions
In this Agreement, the below terms shall have the following meaning(s):
2.1 “Agreement” has the meaning set out in Clause 1.2;
2.2 “Applicable Laws” means the applicable laws and regulations of the United Kingdom or the jurisdiction from which funds are transferred or where funds are intended to be received, including those which relate to payment services including, without limitation, the Financial Services and Markets Act, 2000 and the Payment Services Regulations 2017;
2.3 “Application” means the Blackthorn mobile phone application operated by us to provide the Personal Account;
2.4 “Blackthorn FS Group” means Blackthorn FS Limited (the parent company) and all of its subsidiaries, including, but not limited to, Blackthorn Finance Limited, Company No (No.10024682 UK), Blackthorn as Blackthorn Pay Inc, Company No: BC1334854, Vancouver B.C, Blackthorn Europe UAB, Company No: 30593221, Republic of Lithuania, Blackthorn Finance Limited, Company No. 3028657, Hong Kong, Steven AB, Company No. 559026-5673, Sweden, and Blackthorn Card Services Ltd, Company No. 12865482, UK;
2.5 “Business Day” means any day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business and on which we are open for business as required for the execution of a payment transaction;
2.6 “Fees Schedule” has the meaning set out in Clause 1.2;
2.7 “Force Majeure Event” means any event preventing us from performing any or all of our obligations under this Agreement which arises from or is attributable to acts, events, omissions or accidents beyond our reasonable control that we are unable to avoid;
2.8 “FOS” has the meaning set out in Clause 19.3;
2.9 “Inbound Transaction” means using the Services to receive funds from a Sender, from another Personal Account or another type of account held with a third party, into your Personal Account;
2.10 “Introducer” means any third party which introduces you to Blackthorn to purchase services from us in return for commission;
2.11 “Outbound Transaction” means using the Services to transfer funds from your Personal Account to a Recipient, to another Personal Account or another type of account held with a third party;
2.12 “Payment Instruction” means a specific instruction from you using the Platform to make an Outbound Transaction;
2.13 “Payment Instrument” means any payment devices accepted on the Platform such as a debit card, credit card, Swipe Wallet or Personal Account;
2.14 ”Personal Account” means a virtual multi-currency non-interest-bearing payment account provided by us to you, and which allows you to:
(a) make Outbound Transactions;
(b) receive funds under Inbound Transactions;
(c) see a record of Transactions; and
(d) convert the funds between different currencies we make available from time to time.
In accordance with Clause 5 below, Transaction Amounts received in your Personal Account through Inbound Transactions must always be allocated to a Payment Instruction for an Outbound Transaction:
2.15 “Platform” has the meaning set out in Clause 3.1;
2.16 "Programme Manager" means the party to which we assign the license to access and utilise Blackthorn's platform services;
2.17 “Prohibited Purpose” means any unlawful purpose (whether such illegality arises in the country from which the funds are transferred or where they are intended to be received or in any territory with jurisdiction over Blackthorn, the Sender or the Recipient) including, without limitation, the transfer or receipt of payment for illegal activities, the transfer of funds which constitute proceeds of crime or money laundering under the Proceeds of Crime Act 2002 (or equivalent), or which are obtained by illegal activity, the transfer of funds for the purpose of funding illegal activity, the transfer of funds for the purpose of avoiding the seizure of such funds by law enforcement authorities or under orders of any court of law, and any transfer of funds without the permission of their owner;
2.18 “Recipient” means the person (which could be you or another person) who receives (or intends to receive) the money transfer through the Services;
2.19 “Sender” means the person who initiates the transfer of funds to the Personal Account;
2.20 “Services” has the meaning set out in Clause 3.1;
2.21 “Service Charge” means a charge applied monthly, on the first day of the month, to your Personal Account for servicing your account. This is only applicable to accounts held outside of the UK and European Economic Area as set out in the Fees Schedule in Clause 1.2;
2.22 “Swipe” has the meaning set out in Clause 1.3;
2.23 “Swipe Wallet” has the meaning set out in Clause 1.3;
2.24 “Transactions” means both Inbound Transactions and Outbound Transactions;
2.25 “Transaction Amount” means, as appropriate:
(a) the amount of funds received from the Sender as part of an Inbound Transaction, or
(b) the amount of funds you specified you want to transfer to a Recipient as part of an Outbound Transaction.
In each case, the Transaction Amount excludes any applicable Transaction Fee and is the amount displayed by us on the Platform prior to any foreign exchange conversion;
2.26 “Transaction Fee” has the meaning set out in Clause 4.4;
2.27 “Transaction History” means the record of your Transactions which are accessible through the Platform;
2.28 “UK” means the United Kingdom; and
2.29 “Website” means our public website www.blackthorn.finance operated by Blackthorn to provide the Personal Account.
3. Payment services
3.1 The payment services we will provide to you are the provision of the Personal Account which you will be able to access and use on the Website and the Application (together, the “Platform”) (the “Services").
3.2 You do not need to register for a Personal Account in order to visit most areas of our Platform. However, to use the Services and access the restricted areas of our Platform you will need to register and set up Personal Account with us.
3.3 We will use reasonable care and skill in providing the Services to you, but you should bear in mind that your payments do not carry the benefit of any interest and that our Services do not have the benefit of any government-backed insurance, guarantee or compensation scheme (for example, no compensation is available from the Financial Services Compensation Scheme if we are unable to meet our liabilities) and the relationship of Blackthorn with you is not that of a bank or trustee.
3.4 Blackthorn Finance Ltd maintains contractual relationships with its PSD Agents Muniy Limited (FRN 933025) with an address at Kemp House, 152-160 City Road, London, EC1V 2NX, Key to Pay Limited (FRN929483) United House, 9 Pembridge Road, London, England, W11 3JY, and FXPig Payments UK Limited (FRN931431) with an address of 272 Bath Street, Glasgow, Scotland, G24JR.
4. Making Outbound Transactions
4.1 Our Services allow you to make Outbound Transaction to any of the countries in which we operate.
4.2 We are always expanding our list of supported countries, so please visit our list on our Website on https://blackthorn.finance or from the drop-down list in the Application itself for the most up to date information.
4.3 When you want to make an Outbound Transaction, you will need to provide a Payment Instruction through the Platform. As part of the Payment Instruction, you will need to provide certain identifiers which will be displayed on the Platform, including the Recipient's full name, address, sort code, account number, the county of their bank, the Bank Identifier Code ("SWIFT" OR "BIC"), a reference (if applicable) and the Transaction Amount.
4.4 It is solely your responsibility to make sure all the Payment Instruction details are accurate before submission. Providing inaccurate details will cause delays in processing your Outbound Transaction or can lead to your Outbound Transaction failing.
4.5 Before you can submit a Payment Instruction, we will confirm the amount of any associated fees that we will charge for the Outbound Transaction (the "Transaction Fee") (the basis on which the Transaction Fee is calculated is set out in the Fee Schedule) and a unique transaction identification number will be generated. The Transaction Fee will be deducted directly from your Personal Account.
4.6 Before you can submit a foreign exchange Payment Instruction, in addition to the Transaction Fee we will also provide you with the foreign exchange conversion rate that will be applied to your Transaction Amount as per Clause 10 below.
4.7 Once you confirm the foreign exchange conversion, the Platform will allow you to submit your Payment Instruction to us. Once you submit the Payment Instruction you will be deemed to have authorised this Outbound Transaction, and have authorised us to execute it.
4.8 Once a Payment Instruction has been submitted, we are not able to change or cancel the transaction other than under your instructions as per Clause 4.9 or the circumstances listed in Clause 6.1 below.
4.9 You may withdraw a Payment Instruction only if the Outbound Transaction is approved for a future date (for example, if you set up a regular payment) by confirming this through the Platform by the end of the Business Day before the transaction is due to be made. We may charge you a fee for withdrawing a Payment Instruction, the details of this fee will be set out in the Fee Schedule.
4.10 If you submit your Payment Instruction on a Business Day before 4pm we will process your Payment Instruction on that day. If you make the request on a non-Business Day or after 4pm, we’ll process you Payment Instruction on the next Business Day.
4.11 If we have agreed to make the Outbound Transaction on a future date,
4.11.1 when the future date is a Business Day, we will process your Payment Instruction on the day you’ve agreed with us;
4.11.2 when the future date is a non-Business Day, we’ll process your Payment Instruction on the next Business Day after the day you’ve agreed with us.
4.12 The Transaction Amount will reach the Recipient’s payment service provider in accordance with the following table.
Type of paymentWhen the Transaction Amount will reach the Recipient’s payment service providerOutbound Transactions in sterling to an account in the UK
Outbound Transactions in euro to an account in the UK
Outbound Transactions in euro to an account in the EEA
Outbound Transactions to an account in the UK involving only one currency conversion between euro and sterling
Outbound Transactions to an account in the EEA involving only one currency conversion between euro and sterling, where the Transaction Amount which reaches the Recipient is in euroNo later than the end of the next Business Day after we process your Payment Instruction in accordance with Clauses 4.10 and 4.11All other Outbound Transactions to an account in the UKNo later than four Business Days after we process your Payment Instruction in accordance with Clauses 4.10 and 4.11All other Outbound Transactions not falling within the above categoriesBy entering into this Agreement, you agree that these Outbound Transactions will not be governed by the rules in regulation 86 of the Payment Services Regulations 2017. This means that the time the Transaction Amount will reach the Recipient’s payment service provider varies depending on the currency or country you’re sending the Outbound Transaction to (or both).
4.13 You acknowledge and agree that Blackthorn is only responsible for ensuring that the Transaction amounts reach the Recipient’s payment service provider in accordance with the timings set out in Clause 4.12 above. We cannot be held liable for any delay in onward payment by the Recipient’s payment service provider to the Recipient.
5. Receiving Inbound Transactions
5.1 We will make the Transaction Amounts received through Inbound Transactions available to you immediately after we receive these Transactions Amounts from the Sender’s payment service provider.
5.2 Transaction Amounts received in your Personal Account through Inbound Transactions must always be allocated to a Payment Instruction for an Outbound Transaction. You will receive a notification once every 24 hours informing you of which Transaction Amounts have been received into your Personal Account but you have not allocated to a Payment Instruction yet. We will request you to provide us with such Payment Instructions in the notification. We expect you to action any such notification as soon as possible.
5.3 Where Transaction Amounts are not allocated to a Payment Instruction, 45 calendar days after receipt into the Personal Account they will be allocated to a standing Payment Instruction which will trigger an Outbound Transaction of such Transaction Amounts to the Swipe Wallet. Our technical functionality enables tracking of Transaction Amounts into and out of the Personal Account to ensure funds do not remain in the Personal Account for more than 45 calendar days. We also have controls in place to ensure that funds are not transferred using the standing Payment Instruction to the Swipe Wallet if we hold a valid Payment Instruction for an Outbound Transaction of the funds for a later future date (i.e. past the 45 calendar days).
6. Performance of the Transaction
6.1 We reserve the right to refuse to perform a Transaction (including after our confirmation) if:
6.1.1 there are insufficient funds in your Personal Account to cover the Transaction Amount (either before or after the foreign currency exchange) and the Transaction Fee; if the funds in your Personal Account are insufficient in one currency, but there are sufficient funds in another currency, the Transaction will not be executed until you convert the necessary funds to the currency of the Transaction (except for cases where you have ordered an automatic currency exchange feature;
6.1.2 we are unable to obtain satisfactory evidence of your identity;
6.1.3 you provide us with false, incorrect or incomplete information;
6.1.4 we are unable to reach you via contact details provided by you;
6.1.5 your Payment Instruction, information or documentation is not provided sufficiently in advance to allow us to process it in accordance with your request;
6.1.6 we have reason to believe that processing this Payment Instruction would violate anti-money laundering or counter-terrorism financing laws, rules or regulations;
6.1.7 we reasonably believe there may be fraudulent activity or other financial crime affecting you, any Sender or Recipient, any funds on your Personal Account, or any payment;
6.1.8 you, or the Payment Instructions, are in breach of any Applicable Laws or are made for a Prohibited Purpose;
6.1.9 processing the Transaction in accordance with your Payment Instruction may expose us to liability;
6.1.10 we are unable to process the Transaction due to variations in business hours, currency exchange or currency availability issues or due to any Force Majeure Event;
6.1.11 we are obliged to do so by any Applicable Laws, court order or instruction from an ombudsman, regulator or governmental body; or
6.1.12 there is a dispute (which we reasonably believe is genuine) about who owns, or is entitled to, any funds on your Personal Account. This includes (but is not limited to) the situation where a Sender makes a request for a refund of funds the Sender has sent to us for your Personal Account, or we are made aware that the Sender has made a claim against you for return of those funds;
6.1.13 you are in material breach of this Agreement;
6.1.14 we have reason to believe that any of the foregoing has occurred or is likely to occur;
6.1.15 you attempt to make on Outbound Transaction to an account that cannot accept payments through the payment system we normally use; in this case, we will tell you if there is any other way to make the Outbound Transaction but there may be a further charge for other methods; or
6.1.16 you operate your Personal Account while physically located in certain countries, we may not be able to offer you other products, or may decline Transactions, or may later withdraw your Personal Account.
6.2 In order to meet our Applicable Laws requirements, we reserve the right to withhold an incoming payment from being applied to your Personal Account. The payment may be held by us for up to 48 hours before contacting you for further information. In some circumstances, we may not be able to apply the incoming payment to your Personal Account and should this occur, we will inform you unless it is unlawful to do so. We shall not be held responsible for any loss that may result from this.
6.3 We shall notify you of any exercise of our rights in this Clause, including the reasons thereof and any follow-up procedure for correction, unless prohibited by Applicable Laws. This notification will be provided in accordance with Clause 20.
6.4 We shall not be liable for any damages, costs or losses incurred by the Sender or the Recipient or any third party if, as a result of any of the circumstances referred to in Clause 4.4 and 6.1, we fail to complete the transfer of funds in accordance with a Payment Instruction.
6.5 We can charge a fee for refusing to perform a Transaction. The basis on which such a fee is calculated will be set out in the Fee Schedule.
7. Transaction limits
7.1 We can also introduce, increase, decrease or abolish Transactions spending limits for certain types of Transactions made to or by you using our Services from time to time. We may do this for any of the following reasons:
to comply with Applicable Laws, codes of practice or guidance, or a recommendation, decision or order of a court, ombudsman, regulator or government body, or new statements, codes of practice or industry guidance designed to enhance consumer protection and/or the security of payment and financial systems;
to take account of and address risks we have identified with the Transactions, or to anticipate any such risks arising; or
to reduce the risks of financial crime.
7.2 We will publish details of Transaction limits on the Platform.
8. Incorrect and unauthorised Transactions
8.1 The table below summarises the types of things that might go wrong when we are carrying out the Services:
IssueOur responseWe carried out your Payment Instructions incorrectly when we made an Outbound Transaction from your Personal AccountWe will refund the amount withdrawn and any associated charges and put your Personal Account into the position it would have been in as if the incorrect Outbound Transaction had never happened.You gave us incorrect Payment InstructionsWe will make reasonable efforts to recover your payment for you but this may be beyond our control. We may also charge you a fee for helping you with this. If we cannot recover the payment, then we will not refund you. You should contact the Recipient's payment service provider directly for a refund.An Outbound Transaction on your Personal Account was not authorised by youWe will refund the amount withdrawn and any associated charges as soon as possible (and by no later than the end of the Business Day following the day on which we become aware of the unauthorised Outbound Transaction). We will also put your Personal Account into the position it would have been in as if the unauthorised Outbound Transaction had never happened.We have incorrectly executed Inbound Transactions (including where we have not credited a payment to your Personal Account)We will immediately put your Personal Account into the position it would have been in as if the error never happened. We will not do this if the error was made by someone else, such as Faster Payments, CHAPS, Cheque and Credit Clearing or another payment services provider.Someone (other than us) has paid money into your Personal Account by mistakeWe will let you know what has happened before we return the funds to them. If we do not hear from you, we will deduct the money from your Personal Account. If you disagree with the claim, we will not return the funds but the law requires us to give your information to the Sender's payment service provider and they may also be in touch with you to recover the amount.We pay money into your Personal Account by mistake (e.g. due to a systems error)We will immediately take back that amount without telling you.
8.2 If any of the things in Clause 8.1 happen you must tell us through the ‘Intercom’ live chat function on the Platform without delay and within 13 months from the date of the debit of the Outbound Transaction or the credit of the Inbound Transaction and if necessary, cooperate with our investigation into what went wrong.
8.3 The time for processing may be longer, or you may not be entitled to a full or any refund if:
8.3.1 The Payment Instructions you gave us were incorrect.
8.3.2 You have acted fraudulently.
8.3.3 You have been grossly negligent with your security details. For the purpose of this, you will be deemed to have been grossly negligence if you have failed to follow the steps to keep your Personal Account secure or haven't told us of suspected fraud (see Clause 9) you have done something that was obviously wrong or careless. There might also be other situations where we will consider that you have been grossly negligent.
8.4 Except in the situations set out in Clause 8.3, if your security details have been lost or stolen, the most you will be responsible for as a result of unauthorised transactions or misuse of your security details before you report them as lost or stolen is £35. You will not be liable under this Clause if the loss or theft of your security details was not detectable by you prior to the payment or the loss was caused by acts or omissions of a Blackthorn employee, agent or branch or of an entity which carried out activities on behalf of Blackthorn.
9. Eligibility and your right of access
9.1 You warrant that you are over eighteen (18) years old and that you have legal capacity to enter into legally binding contracts under Applicable Laws, including local law in the jurisdiction in which you live.
9.2 The information and details you supply to us are true, accurate and complete. In accordance with the provisions of Clause 16 below, you agree that Blackthorn can periodically validate information provided by you, using electronic address and identification verification tools and software which may be provided by public database processing companies, credit reference agencies and other sources.
9.3 You agree to notify us promptly of any changes in the details you have supplied to us.
9.4 You agree to use the Personal Account in accordance with this Agreement.
9.5 When registering and setting up the Personal Account, you will set up login details and security information that will enable you to access the Platform securely and use the Services.
9.6 You must take reasonable steps to keep the details used to access the Platform safe and to prevent their fraudulent use. We expect you to take the following steps to keep your login information and details safe:
(a) disguising those details if you write them down and keeping them out of sight of any person;
(b) not sharing those details with anyone;
(c) being aware of scams designed to trick you into sharing your security details or other information that could be used to defraud you; we will never ask you to share your security details with us;
(d) checking your Personal Account and Transaction History regularly;
(e) logging out of the Platform when you are not using it;
(f) keeping any devices you use to access the Platform, including your phone and laptop, secure; and
(g) following any reasonable instructions which we give you or publish on the Platform from time to time and which are intended to help you keep your use of our Services safe.
9.7 You must notify us immediately by calling us on +44 (0)2080370936 or via the ‘Intercom’ live chat function on our Platform on becoming aware that someone else knows your password, PIN or other security information or that any of these have been lost, stolen or misappropriated or you otherwise suspect or know of fraud or security threats or unauthorised use of your Personal Account. Once you notify us we will take immediate steps to try to prevent these details from being used.
9.8 Your Payment Instructions to us and your use of your chosen form of Payment Instrument for payment to us, will not breach any applicable agreement, Applicable Laws, and you agree to compensate us for any loss we suffer as a result of the above representations being untrue or incorrect.
9.9 You must only act on your own behalf. You must not make an Outbound Transaction or receive an Inbound Transaction on behalf of another person.
9.10 You must only use the Services for Outbound Transactions to people that you know personally, and not to pay for goods or services from third parties you do not know and trust. If you choose to pay third parties for goods and services using our Services, Blackthorn has no control over this and is not responsible for, the quality, safety, legality, or delivery of such goods or services, and that any such use of the Services is entirely at your own risk.
9.11 For USD Outbound Transactions, funds and your data will be processed in accordance with NACHAS Operating Rules, and your data will be verified in compliance with those rules. For more information, please review the following https://www.nacha.org/rules/operating-rules.
10. Exchange Rates
10.1 10.1 Details on our current foreign exchange conversion rates will be displayed in the Platform or APP ahead of submission.
10.2 The foreign exchange conversion rate shown while using the Services via the Platform is the rate applicable for currency conversion transactions executed on that particular date and time. The exchange rates specified while using the Services via the Platform may fluctuate from time to time in accordance with fluctuations in international exchange rate markets.
10.3 Each time you use the Services, the applicable exchange rate, for that particular date and time, and the Transaction Fee will be shown to you before you submit the Payment Instruction. Proceeding with the Transaction at this point is entirely optional, please do so at your own discretion.
10.4 When you initiate an Outbound Transaction, we will transfer the Transaction Amount to the Recipient at the foreign exchange rate applicable at the date and time we execute the Outbound Transaction (in accordance with Clause 4 above); as a result, the foreign exchange rate we actually apply to your Transaction Amount may be different to the foreign exchange rate specified at the time of submitting the Payment Instruction.
10.5 When you pay for an Outbound Transaction in one currency and the Recipient is paid in another currency, there will be a difference between the exchange rate at which we buy foreign currency and the exchange rate provided to you.
11. Fees, charges and interest
11.1 We will charge you the applicable fees and charges set out in the Fee Schedule.
11.2 If you submit a Payment Instruction that results in Blackthorn becoming liable for fees or charges, such as a chargeback, you agree to reimburse us for all such fees.
11.3 In order for us to collect payment from you, you authorise us to access, charge, or debit funds from, any of your chosen Payment Instruments. For example, if there are insufficient funds in your Personal Account at the time you submit your Payment Instruction, we may try to debit your bank account or charge your credit card at a later time.
11.4 Blackthorn is not responsible for any charges applied by the Recipient's payment service provider or any intermediary payment service providers resulting from the transfer of funds into the Recipient's account. You should contact the Recipient's payment service provider directly for details about any charges that may be applicable to the transaction.
11.5 We will have no responsibility for any fees or charges you may incur by the use of a particular Payment Instrument on the Platform. These may include but are not limited to unauthorised overdraft fees imposed by banks if there are insufficient funds in your bank account or "cash advance" fees and additional interest which may be imposed by credit card providers if they treat use of the Services as a cash transaction rather than a purchase transaction.
11.6 Subject to 11.3 above, should collection fail, you authorise Blackthorn to apply a temporary hold to your Personal Account for outbound transactions. This temporary hold will last no longer than 30 days wherein Clause 14 applies. Should the Personal Account be credited during the temporary hold period, you authorise Blackthorn, to collect the outstanding payment and lift the applied hold.
11.7 Failing In such cases, Blackthorn reserves the right to close
11.8 You will not be entitled to any interest from us for the period during which any funds are in your Personal Account or for any other period.
12. Limitations of liability
12.1 We will provide the Services using reasonable care and diligence.
12.2 We will use reasonable endeavours to make the Services available except for:
12.2.1 planned maintenance, for which 24 hours' notice will be given by placing a notice on the Platform or by providing you an alert through the Services; or
12.2.2 unscheduled maintenance during normal business hours (UK time) or otherwise, for which we will use reasonable endeavours to give you advance notice by placing a notice on the Platform or by providing you an alert through the Services.
12.3 The Services is provided on an "as available" and "as is" basis. This means that we are unable to promise that your use of the Services will be uninterrupted, without delays, error-free or meet your expectations and we do not give any commitment relating to the performance or availability of the Services in this Agreement and, to the extent we are able to do so, we exclude any commitments that may be implied by Applicable Laws.
12.4 We will also not be responsible, to the extent permitted under any Applicable Laws, for any delay in any Transactions or any of our other obligations if this is caused by a Force Majeure Event. We will notify you as soon as we can if we are unable to perform a Transaction for any of these reasons and will use reasonable measures to secure the return of any money paid by you.
12.5 Except where you have acted fraudulently, we will be responsible for your loss or damage which happens:
12.5.1 before you set up your security details;
12.5.2 after you have told us about suspected loss or misuse of your security details;
12.5.3 after you have told us about suspected fraud or illegal activity on your Personal Account;
12.5.4 after we have processed your Payment Instructions without verifying your security details.
12.6 We will also be responsible if you suffer loss or damage because we have acted with gross negligence or fraud, or we have deliberately breached our Agreement with you.
12.7 We're not responsible if you suffer loss or damage as a result of:
12.7.1 Things that are beyond our reasonable control, such as abnormal or unforeseeable circumstances that could not be avoided, or things we could not have known about.
12.7.2 Something that we are not directly responsible for, such as where you suffer a loss of business, goodwill, profit or a lost opportunity.
12.7.3 Us doing or not doing something due to legal or regulatory reasons.
12.7.4 Technical, software or related issues that are beyond our control.
12.7.5 Us acting on your Payment Instructions, and your Payment Instructions were incorrect.
12.7.6 Us trying to contact you using your contact details, but you have not kept them up to date.
12.7.7 You not keeping your security details safe, or you have failed to notify us of suspected unauthorised or fraudulent activity on your Personal Account.
13. Changes to this Agreement
13.1 We can make changes to the Agreement for any of the following reasons:
to reflect any change in Applicable Laws, codes of practice or guidance, or a recommendation, decision or order of a court, ombudsman, regulator or government body, or new statements, codes of practice or industry guidance designed to enhance consumer protection;
to reflect any changes in our business organisation (for example, if we merge with another organisation or transfer our business to another organisation);
to reflect any changes in technology or the systems we use to provide services to you;
to maintain or improve the security of our products;
to provide you with extra benefits or additional services;
to introduce a new product, service or any new feature on an existing product or service;
to reflect (in a proportionate way) changes in our costs in providing our services, for example changes in market conditions, technology costs, inflation and/or the costs of providing facilities.
to reflect (in a proportionate way) any cost associated with any new product or service we introduce, or any new feature on an existing product or service;
to reflect changes in the Bank of England base rate and other market rates;
to make the terms clearer or fairer to you, or to benefit you or correct mistakes, ambiguities, inaccuracies or omissions where it will not make you worse off.
13.2 Whenever we decide to make a change, we will act reasonably, and any change will be proportionate to the circumstances giving rise to the change.
13.3 As our Agreement with you may last for a long time and we cannot anticipate everything that might happen during that time, we may also need to make changes for other justifiable reasons. If we do so, we will explain the reason to you when we tell you about the change.
13.4 We will give you notice of the change at least 2 months prior to the change except that:
13.4.1 we will apply exchange rates changes immediately and without notice where such changes in the exchange rate are based on reference exchange rates (see Clause 10.1 for details on these) or these exchange rates changes are more favourable to you; and
13.4.2 where we introduce a new service or functionality (and even if we introduce new charges for that service), we will apply these changes immediately on notice provided the introduction of the new service does not affect your use of our existing services.
13.5 If you do not agree to any changes we make under this Clause, you can terminate this Agreement free of charge and at any time before the change comes into effect and the normal notice period set out in Clause 14.1 will not apply. If you do not ask us to do this, you will be treated as having accepted the change.
14. Suspension, closure and termination
14.1 If you want to terminate this Agreement you need to give us one month's written notice, except as provided for in Clause 14.2 below.
14.2 Where we have broken the terms of your Agreement with us in a serious way, and (where it is possible to put this right) we have not put this right within a reasonable period of time requested by you, you can terminate the Agreement by giving us written notice with immediate effect.
14.3 We can terminate the Agreement upon two months' notice.
14.4 We can suspend or close your Personal Account with immediate effect if you:
14.4.1 have broken the terms of your Agreement with us in a serious way, and (where it is possible to put this right) you have not put this right within a reasonable period of time requested by us;
14.4.2 you have given us information that is false or misleading;
14.4.3 through any means of communication intimidate, harass or threaten us, our employees, officers, agents, or customers with violence, property damage or any other offensive, indecent, discriminatory or hateful material;
14.4.4 breach or attempt to breach the security of the Platform or our Services (including, but not limited to, modifying or attempting to modify any information; unauthorised logins, unauthorised data access or deletion; interfering with the Services, system, host or network; reverse engineering of any kind; spamming; hacking; falsifying data; introducing viruses, Trojan horses, worms or other destructive or damaging programs or engines; or testing security in any way);
14.4.5 are, in our reasonable belief, using the Platform and/or any of our Services in connection with fraudulent, illegal, unethical or immoral or any other Prohibited Activity, or to promote or support discriminatory, extreme or offensive practices, or permitting or encouraging a third party to do any of these things;
14.5 We can also suspend or close your Personal Account with immediate effect if:
14.5.1 we become aware of a dispute over the operation of your Personal Account or the ownership of funds on your Personal Account or that an interest in your Personal Account has been claimed by a third party;
14.5.2 we are obliged to do so by Applicable Laws, a court order or the instructions of an ombudsman, regulatory or government body, or we reasonably believe that a court order is, or instructions from an ombudsman, regulatory or government body are, likely to be given; or
14.5.3 we reasonably believe that the way in which you are using some or all of our Services might expose us to any sanction, penalty, fine, censure, direction or order from any court, ombudsman, regulatory or government body.
14.6 We will give you notice in accordance with Clause 20 as soon as possible that we are suspending or closing your Personal Account and tell you why (unless it would compromise our reasonable security measures or would be unlawful).
14.7 If you wish to close your Personal Account, any money held on your Personal Account will be transferred to a bank account or to an account held with another electronic payment system as indicated by you. Any applicable fees (fees for services provided by us set out in the Fee Schedule and other unpaid amounts, including but not limited to, fines and damages incurred by us due to the breach of the Agreement or other obligations committed by you, which have been imposed by international payment card organisations, other financial institutions and/ or state institutions) will be deducted from your balance prior to transferring the funds. In the event of a dispute between you and us, the funds under dispute will be retained until the dispute is resolved.
15. General
15.1 We will produce a monthly statement that shows various details relating to the Transactions on your Personal Account since your last statement and what payment is due to us that month. We will provide this to you on the Platform on the first day of each calendar month. You will be alerted once we have uploaded it via a notification on Intercom.
15.2 Termination of this Agreement does not affect your or our accrued rights and obligations at the date of termination.
15.3 A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by Applicable Laws does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by Applicable Laws prevents further exercise of the right or remedy or the exercise of another right or remedy.
15.4 In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
15.5 You may not assign, transfer or create any trust in respect of, or purport to assign, transfer or create any trust in respect of, a right or obligation under this Agreement.
15.6 Neither this Agreement nor any Transaction carried out under them shall confer contractual or other rights on, or be enforceable against us by, any party other than you.
16. Collection of information
16.1 Customer Identification
Financial institutions are required to assist in the fight against money laundering activities and the funding of terrorism by obtaining, verifying, and recording identifying information about all customers. We may therefore ask you to supply us with personal identifying information relating to you, a Sender and any Recipient and we may also legally consult other sources to obtain information about you, any Sender and any Recipient.
16.2 Verification and Checks
We will verify your residential address and personal data in order to confirm your identity. We may also pass your personal data to a credit reference agency, which may keep a record of that information. This is done only to confirm your identity, we do not perform credit checks and therefore your credit rating will be unaffected. We may also need to verify the identity of a Recipient in the same way. All information provided by you is treated securely and strictly in accordance with all Applicable Laws. We may do this directly, for example by asking you for additional information, or asking you to take steps to confirm ownership of your accounts, Payment Instruments or email address; or indirectly, for example by verifying your information against third party databases or through other sources.
16.3 Provision of payment services
16.3.1 You explicitly consent to us accessing, processing and retaining your personal data for the purposes of providing the payment services described in the Agreement. We need your explicit consent as a result of certain rules which apply to us (the United Kingdom's Payment Services Regulations 2017). This consent does not relate to how we process your personal data for other purposes, which are explained in our Privacy Policy. The Privacy Policy can be found here: https://blackthorn.finance/privacy-policy/.
16.3.2 In line with the Privacy Policy we share your personal data within the Blackthorn FS Group in order to provide you with the best service. Where you make a payment from your Personal Account, we will provide the Recipient with your details (for example, your full legal name and IBAN).
16.3.3 In order to provide the Services to you, Blackthorn works with suppliers and correspondent banking service providers. We normally share your personal data with:
(a) suppliers who provide us with IT, payment and card delivery services which includes Sum & Substance Limited, Decta Limited, 4StopGMBH, Cratech Limited, Akurateco Limited, PaySafe Limited, Blackthorn Cards Services Limited, SaltEdge and AllPay;
(b) our banking and financial-services partners and payments networks, including Visa and Mastercard, in order to help us provide our services to you - this includes banking and lending partners, banking intermediaries and international payment-service providers;
(c) analytics providers and search information providers, to help us improve the Platform;
(d) customer-service providers, survey providers and developer, to help us to provide our services to you; and
(e) communications services providers, to help us send you emails, push notifications and text messages.
16.4 Fraud Prevention
16.4.1 The personal data we have collected from you will be shared with fraud prevention agencies who will use it to prevent fraud and money laundering and to verify your identity. If fraud is detected, you could be refused certain services, finance, or employment. Further details of how your information will be used by us and these fraud prevention agencies, and your data protection rights, can be found here: http://www.cifas.org.uk/fpn.
16.4.2 Details of the personal data that will be processed include, for example: name and address, date of birth, contact details, financial information, employment details and device identifiers including IP address.
16.4.3 We and fraud prevention agencies may also enable law enforcement agencies to access and use your personal data to detect, investigate and prevent crime.
16.4.4 Fraud prevention agencies can hold your personal data for different periods of time, and if you are considered to pose a fraud or money laundering risk, your data can be held for up to six years.
16.4.5 As part of the processing of your personal data, decisions may be made by automated means. This means we may automatically decide that you pose a fraud or money laundering risk if our processing reveals your behaviour to be consistent with money laundering or known fraudulent conduct, or is inconsistent with your previous submissions, or you appear to have deliberately hidden your true identity. You have rights in relation to automated decision making. If you want to know more please contact us using the details set out in Clause 19 below.
16.4.6 A record of any fraud or money laundering risk will be retained by the fraud prevention agencies, and may result in others refusing to provide services, financing or employment to you. If you have any questions about this, please contact us using the details set out in Clause 19 below.
16.4.7 Fraud prevention agencies may allow the transfer of your personal data outside of the UK. This may be to a country where the UK government has decided that your data will be protected to UK standards, but if the transfer is to another type of country, then the fraud prevention agencies will ensure your data continues to be protected by ensuring appropriate safeguards are in place.
16.5 We may use information about you and your individual representatives to discharge the responsibilities referred to in Clauses 16.1, 16.2, 16.3 and 16.4 above to provide the Services and to manage our relationship with you. We may disclose this information to Senders, Recipients and intermediaries in the course of providing the Services or as required by Regulation EC 1781/2006 on information on the payer accompanying transfers of funds; persons with whom we share information for anti-money-laundering, security verification or validation purposes; regulatory and prosecuting authorities; service providers acting on our behalf. This may involve transfer of information to countries which do not have data protection laws as strict as those in the UK.
16.6 Individuals wishing to access or correct the information that we hold about them can do so by contacting our Data Protection Officer at Blackthorn Finance Ltd, 74 Back Church Lane, London, United Kingdom, E1 1LX. Before giving us information about any individual you should make sure that they are aware of the matters set out in this Clause 16.
17. Intellectual property
17.1 The Platform, the content, the name Blackthorn Finance and other names, logos, signs, domain names, email addresses and other indications of origin displayed on the Website or the Application relating to our products and/or services and all intellectual property relating to them and contained in them (including but not limited to copyrights, patents, database rights, design right, trademarks) are owned by us, our affiliates or third party licensors. You shall not acquire any right, title and interest in and to the Platform shall remain our property of such other third parties.
17.2 You may use the Platform only for the purpose of the bona fide use of our Services as an individual customer and only permitted by this Agreement. You may not duplicate, publish, modify, create derivate works from, participate in the transfer or sale of, post on the internet, or in any way distribute or exploit the Website, the Application or any portion thereof for any public or commercial use without our express permission. You may not: (a) use any robot, spider, scraper or other automated device to access the Website or the Application or to use the Services and/or (b) remove or alter any copyright, trademark or other proprietary notice or legend displayed on the Website (or printed pages of the Website).
18. Governing law and jurisdiction
Our relationship with you is governed by the laws of England and Wales, and any legal case between us will be dealt with by the courts of England and Wales. If you live in Scotland, Scots law applies to our relationship and any legal case between us will be dealt with by the Scottish courts. If you live in Northern Ireland, the laws of Northern Ireland apply to our relationship and any legal case between us will be dealt with by the courts of Northern Ireland.
19. Help, information and complaints
19.1 If you have any queries or require a copy of this Agreement (or any document mentioned in them), please contact us using the contact details in Clause 1 above.
19.2 We aim to provide the highest level of customer service possible. If you do experience a problem, we will always seek to resolve this as quickly and efficiently as possible. However, if you are unhappy and would like to make a complaint, please refer to our Complaints Policy for details of our internal process for dealing with complaints promptly and fairly. Our Complaints Policy is available on our Website or by contacting our customer service team at:
Customer Services and Complaints Dept
Blackthorn Finance Ltd
74 Back Church Lane, London, E1 1LX
Phone: +44 (0)2080370936
Email: [email protected]
19.3 We will then investigate the matter and try to reach a satisfactory conclusion. Complaints may be recorded and monitored for our internal use; we may submit an anonymised summary of complaints made to us during a particular period of time to our regulator. We will send you a final response within 15 Business Days after the day on which we received your complaint. In exceptional circumstances, where we cannot send you a final response within this time for reasons beyond our control, we will instead send you a holding reply within this time specifying the reasons for the delay in answering your complaint and the deadline by which you will receive our final response, being not later than 35 Business Days after the day on which we received your complaint. If you do not receive our final response or you are unhappy with our final response, you may be able to refer your complaint to The Financial Ombudsman Services (the “FOS”). You can make a complaint online at https://www.financial-ombudsman.org.uk/contact-us/complain-online or by calling the FOS on 0800 023 4567. You can also contact FOS at [email protected] about something other than a new complaint.
19.4 This Agreement is agreed and accepted by you if you sign up and register to use the Services and the Platform.
19.5 This Agreement is agreed and accepted by you each time you accept this Agreement by checking the box on our Website, when you sign up to using our Website, and by using our Website.
20. Contacting you
20.1 If you need to speak to us, please refer to the contact information in Clause 19.2.
20.2 If we need to speak to you, or let you know about something, in the first instance we will contact you via the ‘Intercom’ live chat function on the Platform but occasionally we may also send you an email to the email address we have on record for you or an SMS to the mobile number we have on record for you.
20.3 We will always communicate with you in English.
21. About us
Blackthorn Finance Ltd is registered as a Company in England and Wales (No. 10024682). Blackthorn Finance Ltd is authorised by the Financial Conduct Authority under the Payment Services Regulations 2017 (FRN 927408) for the provision of payment services. Registered Office: Unit 8 Wool House, 74 Back Church Lane, London, United Kingdom, E1 1LX. We are registered with Her Majesties Revenue and Customs HMRC. Blackthorn Finance Ltd forms part of the Blackthorn FS Group.
