These current terms became effective on 1 February 2024.
PLEASE READ THESE TERMS CAREFULLY BEFORE PROCEEDING. THESE TERMS GOVERN YOUR USE OF OUR SERVICES, IMPOSE OBLIGATIONS ON YOU, AND LIMIT OR EXCLUDE OUR LIABILITY TO YOU IN RELATION TO OUR SERVICES. BY SIGNING UP TO USE THE NOOK SERVICES YOU ARE AGREEING TO BE BOUND BY THESE TERMS.
1. By clicking ‘Sign Up’ during the Nook registration process (your Registration), you accept these terms (the Terms) on behalf of the business or organisation who has been identified as the ‘customer’ during your Registration (the Customer/you) as a legally binding contract (Agreement) with Payaable Ltd (trading as Nook), a company incorporated in England and Wales with company number 12921042 and with its registered office at 128 City Road, London, England, EC1V 2NX (Nook/we/us). Payaable Limited is registered with the UK Financial Conduct Authority as an EMD Agent (reference number: 972652) of The Currency Cloud Limited (TCCL), an Electronic Money Institution authorised by the UK Financial Conduct Authority (reference number: 900199).
2. By clicking ‘Sign Up’ you also represent and warrant that you have all necessary capacity and authority to enter into this Agreement on behalf of the Customer as a legally binding contract with Nook in all applicable jurisdictions. If you do not have such capacity or authority, or you do not wish to accept this Agreement on behalf of the Customer, you will not be ableto access or use the Nook Platform (as defined below), and you must end the Nook registration process immediately.
3. What these Terms cover?
These Terms govern the provision by Nook, and the use by the Customer, of the payment and invoicing management platform operated by Nook, a full description of which is available at www.nook.io (the Nook Platform), and any associated services provided by Nook (Nook Services).
4. Additional and third-party terms
4.1. Terms and conditions applicable to Nook Wallet services. If you signed up to our electronic money wallet (Nook Wallet) on or after 1 December 2023, the new terms and conditions of The Currency Cloud Limited (TCCL) will apply and can be found here. If you signed up to our electronic money wallet before1 December 1 2023, the terms and conditions of The Currency Cloud Limited here will apply. Please take the time to read them and note your obligations as the “Client” under those terms. By agreeing to this Agreement you will also be deemed to agree to TCCL’s terms of service, in addition to Schedule 1 (The Nook Wallet Terms and Conditions).
4.2. Other terms and conditions may apply from time to time. There may be other additional terms and conditions applicable to Nook Services from time to time. They may be expressly incorporated into these Terms by being mentioned here, or they may be published on the Nook Platform. In each case where additional or different terms and conditions apply, you will be notified of this before you complete the relevant activity on the Nook Platform.
4.3. Third-party products and services are subject to third-party terms and conditions. The Nook Platform may from time to time integrate with third-party platforms and/or services, for example, payments processing services (Third-Party Products). You agree that all such Third-Party Products are provided by the relevant third parties, not by us, and are subject to the third-party terms and conditions applicable to such Third-Party Products. We will not be responsible for the availability of any such Third-Party Products and will not be liable to you for any matters related to the delivery (or a failure to deliver) of any suchThird-Party Products to you.
4.4. Links to other sites and resources. Where the Nook Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. Any interaction (or dispute) you may subsequently have with those third parties is subject to those third parties’ terms only.
5. Updates to these Terms
We may update these Terms at any time by giving you at least 30 days’ notice. We will post the updated Terms on the Nook website, and, unless you terminate this Agreement in accordance with clause 14.2 (Termination by Customer) of these Terms, you will be bound by the updated Terms from the end of the 30-day notice period. Please note that different rules apply to updates to the Wallet Terms – see paragraph 3.3 of the Wallet Terms.
6. Right to access and use Nook Platform
6.1. Grant of rights to use Nook Platform. Subject to your compliance with these Terms, we grant you and, through you, those employees or contractors authorised by you (Authorised Users) a non-exclusive, non-transferable, non-assignable, non-sub-licensable, revocable, limited and personal right to use the Nook Platform and the Nook Services, together with the related user documentation (Documentation) made available through the Nook Platform (if any).
6.2. Duration. Your right to use the Nook Platform granted above will begin when you click ‘Sign Up’ during your Registration, and will continue until your rights to use the Nook Platform under these Terms is ended in accordance with clause 14.1 (Termination by Nook) or clause 14.2 (Termination by Customer) of these Terms (the Service Period).
6.3. Access to Nook Platform. You may only access and use the Nook Platform and Nook Services via the user interface on the Nook website or via APIs approved by us. You should ensure that the hardware, software and internet connectivity used by any Authorised Users to access the Nook Services is properly configured (including firewalls or other security measures beyond our control).
6.4. Prohibited uses. Except as permitted by law or by these Terms, you must not, or allow any other person, to:
a) copy, display, distribute, modify or in any way make available or commercially exploit the Nook Platform;
b) combine or otherwise allow any part of the Nook Platform to become incorporated in any other program or service or develop any derivative works based on the Nook Platform or Documentation;
c) attempt to reverse engineer, decompile, extract or store any part of the Nook Platform; or
d) observe or test the performance and functionality of the Nook Platformfor the purposes of developing any competing product or service.
6.5. All IP rights remain with us. All registered and unregistered intellectual property rights (including copyright, database rights, design rights, rights in computer software, service marks and trade marks) whether existing now or in the future anywhere in the world (Intellectual Property Rights) in and to the Nook Platform, Nook Services and the Documentation belong to and will remain vested in us.
7. Availability of Nook Platform and Nook Services
7.1. We will use reasonable endeavours to ensure that Nook Platform and Nook Services are uninterrupted. You acknowledge that the Nook Platform and the Nook Services are made available via the internet and as a result, their availability may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently:
a) we do not warrant that the use of the Nook Platform and the availability of the Nook Services will be uninterrupted or error-free; and
b) we will not be responsible for any delays, delivery failures, or anyother loss or damage resulting from the unavailability of the Nook Platformand/or any Nook Services, and/or from the transfer of data over communications networks and facilities, including the internet.
7.2. Maintenance windows. We will try to give you reasonable advance notice of any period of scheduled maintenance, but reserve the right to suspend the Nook Platform and any Nook Services at anytime to carry out emergency maintenance when required. Please report any issues with the Nook Services to support@nook.io.
7.3 Changes to Nook Platform. We have the right to make any changes to the functionality of the Nook Platform from time to time without notice, including, without limitation:
a) to address our users' needs;
b) to comply with any applicable laws; and/or
c) to add new functionalities and/or improve existing functionalities (including integrating the Nook Platform with third-party platforms and services).
8. Customer Data
8.1. We will use reasonable endeavours to keep your data secure. Where you input any data whilst using the Nook Platform (Customer Data), you agree that the Nook Platform and the Nook Services are not designed or intended for use with any data which may have value or pose any significant risk to you. We will use reasonable efforts to keep Customer Data secure in accordance with best industry practice, but do not give any warranty that Customer Data will be kept confidential or secure, or free from loss, damage, destruction, corruption or unauthorised access or disclosure.
8.2. Limited right for us to use your data. You hereby grant Nook (and each of our direct and indirect sub-contractors), a royalty-free, non-exclusive, sub-licensable (including by multi-tier) licence to use, copy and otherwise utilise all Customer Data solely to the extent necessary to provide the Nook Platform and Nook Services or exercise our rights under these Terms.
8.3. How we may deal with your data. We will have the right to permanently delete or otherwise remove, delete or suspend access to any Customer Data, or disclose Customer Data to law enforcement authorities at any time (in each case without the need to consult you). We will not be required to store or retain any Customer Data during or after the Service Period. Except for the licence granted in this clause 8, you will retain all rights in all Customer Data.
8.4. Aggregated performance data. We may monitor and use data that has been anonymised and aggregated (using best industry practices) on the use and performance of the Nook Platform to:
a) detect threats or errors to the Nook Platform and the Nook Services or our operations;
b) better understand how the Nook Platform and the Nook Services are being used by, and the value they provide to, our customers;
c) determine areas of improvement of our services; and
d) ensure compliance with these Terms.
8.5. How long will we keep your information? We will keep your information in line with our data retention policy https://www.nook.io/privacy. In order to comply with our legal and regulatory obligations we will normally retain your main banking information for a period of seven years from when our relationship with you ends. We may also use your information where we have a legitimate purpose. For example, managing your account, and dealing with any disputes or concerns that may arise. It may be necessary for us to retain your information for longer where we may need it to comply with regulatory or legal requirements. For example help detect or prevent fraud or other financial crime, or answer requests from regulators, etc. Where we no longer require your information for this length of time, we may destroy, delete or anonymise it sooner.
9. Confidentiality
9.1. You and we both agree to maintain, throughout the Service Period and for a period of five years following the expiry or termination of the Service Period, the confidentiality of any information shared by either of us or our respective employees or contractors which is either marked confidential or which may reasonably be regarded as confidential by its nature or the circumstances of its disclosure (Confidential Information).
9.2. Any Confidential Information so disclosed may only be used for the provision or use of the Nook Services, or otherwise to exercise our respective rights and obligations under these Terms.
9.3. Confidential Information may be disclosed to those of our respective employees, contractors or professional advisers who need to know such information for the provision or use of the Nook Services or as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
10. Data Protection
10.1. Except as specified in our Privacy Policy (available at https://nook.io/privacy), Nook is the processor and the Customer is the controller for personal data processed in the provision of Nook Platform and Nook Services. As there is a controller-processor relationship between us, these Terms include our Data Processing Addendum (available at https://nook.io/data-processing) which sets out our respective obligations. We receive legal advice to ensure that we understand our data protection obligations and compliance requirements. Our contracts with third parties include binding confidentiality and data protection clauses and we perform due diligence when we select our providers.
10.2. We install anti-virus software and other technical solutions to help reduce the risk of security incidents. You are responsible for implementing your own appropriate organisational and technical security measures to protect your organisation and business.
10.3. Sending emails. When an invoice is paid on the Nook Platform, a remittance email is sent to the supplier to let them know that the payment has been made. You are responsible for and accept all liability for entering the email address of the supplier and ensuring that it is correct.
11. Feedback
We may use any feedback and suggestions for improvements or changes relating to the Nook Services (or other services) provided by you or by any Authorised User for any purpose without charge or limitation.
12. Virus Protection
We will use reasonable endeavours to ensure that no software or material which is malicious or technologically harmful (Virus) is introduced into the Nook Platform or your devices, systems and networks. However, we recommend that you and your Authorised Users (as appropriate) implement appropriate Virus protection software on your devices, systems and networks.
13. Fees and Payment Terms
13.1. Nook will send the Customer monthly invoices for the fees in respect of the use of the Nook Platform and Nook Services. The fees for the use of the Nook Platform and Nook Services are set out on the website (available at https://nook.io/pricing). These fees are exclusive of VAT and any other applicable sales or services tax, which the Customer shall also be liable to pay.
13.2. Each company that signs up to Nook shall receive a 30 day trial period starting from the day that the company is added to Nook. For the avoidance of doubt, this occurs when a user signs up and adds a company to Nook by identifying them using their legal entity. On the expiry of the 30 day trial period (‘Trial Expiry Date’), Nook shall charge a fee in accordance with the pricing set out on the website, and in accordance with the usage of the Nook Platform at Trial Expiry Date. For example: (a) if you are using payments and accounts payable features, you shall be charged for, and in accordance with, the Payments and Accounts Payable package; and (b) if you are only using payments features, you shall be charged for the Payments package.
13.3. Your Nook Wallet will be debited every month, in accordance with clause 5.8 of the Wallet Terms in Schedule 1, on the due date stated in the invoice sent in accordance with clause 13.1. If there is not enough money in your Nook Wallet, you will receive a notification to your nominated email address that we are trying to take payment and asking you to ensure there is money in the Nook Wallet and we will keep trying every day until we are successful.
13.3. If you do not have a Nook Wallet, you must pay each invoice submitted to you by Nook on or before the due date set out in the relevant invoice to a bank account nominated in writing by Nook from time to time.
13.4. Without prejudice to any other rights and remedies available to it, Nook may apply interest to the late payment in the amount of 3% per annum above the Bank of England Base Rate.
13.5. No refunds are permitted on credits bought in advance.
13.6. Where you purchase credits, these will be put towards your usage until they’ve been used up, after which time we will invoice you for the usual fees in accordance with clause 13.1.
14. Termination
14.1 Our right to terminate. We may terminate the Service Period:
a) at any time by giving you at least 60 days’ written notice; or
b) immediately if at any time: (i) you commit a material breach of any term of this agreement and (if such breach is remediable) you fail to remedy that breach within a period of 30 days after being notified in writing to do so; (ii) you repeatedly breach any of the terms of this agreement in such a manner as to reasonably justify the opinion that your conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; (iiii) you threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986; (iv) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enters into any compromise or arrangement with any of your creditors; (v) you apply to court for, or obtains, a moratorium under Part A1 of the IA 1986; (vi) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of your company, limited liability partnership or partnership; (vii) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over your company, partnership or limited liability partnership; (viii) the holder of a qualifying floating charge over the assets of your company or limited liability partnership has become entitled to appoint or has appointed an administrative receiver; (ix) a person becomes entitled to appoint a receiver over all or any of your assets or a receiver is appointed over all or any of your the assets; (x) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days; (xi) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1(iii) to clause 14.1(x) (inclusive); (xii) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; or (xiii) your financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
14.2. Without affecting any other right or remedy available to it, Nook may terminate this agreement with immediate effect by giving you written notice if you fail to pay any amount due under this agreement on the due date for payment and you remain in default not less than 7 days after being notified in writing to make such payment.
14.3. Your right to terminate. You may terminate the Service Period at any time by giving us 30 days’ written notice to support@nook.io.
14.4 What happens after termination?
a) At the expiry or termination of this agreement in accordance with its terms, your rights to access and use the Nook Platform and receive the Nook Services (including, for the avoidance of doubt services related to the Nook Wallet) will end immediately, and, except for any provisions of these Terms that expressly or by implication survive termination (which shall continue in full force and effect), neither you nor us will have any further obligation under these Terms. The expiry or termination of this agreement will not affect any accrued rights and liabilities of either party at any time up to the date of termination (Termination Date).
b) We will be entitled to retain Customer Data, any data generated by us as a result of your use of the Nook Platform and any data related to your use of the Nook Wallet (including all transaction data), to enable us to comply with our (and/or the EMI’s) legal and regulatory obligations.
c) Notwithstanding clause 14.4 (a) unless termination is immediate, you will continue to have access to your account and be able to use the Nook Services until the end of the notice period. We will then bill you for any unpaid for usage up to and including the Termination Date, which will be payable immediately by transfer of cleared funds to Nook’s nominated bank account.
d) On or before the Termination Date, you are responsible for ensuring that any balance held in the Nook Wallet is transferred to your personal bank account. Any failure to move the money may result in you being charged for use of the Nook Platform.
15. Liability
15.1. Types of liability covered. References to liability in this paragraph 15 include every kind of liability arising under or in connection with these Terms (including the Wallet Terms and any other additional terms and conditions, as applicable) including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
15.2. Liability for deliberate default is not limited or excluded. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
15.3. Liability which we do not exclude or limit. Nothing in these terms excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.
15.4. When we will not be liable to you. We will not be liable to you for any:
a) loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of data or information, loss or damage to good will and for any indirect or consequential losses;
b) loss or damage not caused by our breach of these Terms (including theWallet Terms and any other additional terms and conditions, as applicable) or our failure to use reasonable skill and care;
c) loss or damage caused by events outside of our (or our agents’ or subcontractors’) control which we could not have avoided (for example war or industrial action);
d) loss or damage caused by your breach of these Terms (including the Wallet Terms and any other additional terms and conditions, as applicable) or any laws or regulations;
e) loss or damage caused by any third parties (including the EMI, as defined in the Wallet Terms);
f) loss or damage caused by any goods or services purchased using NookWallet; or
g) loss or damage caused by using the foreign exchange services on the NookPlatform.
15.5. Our liability is limited. Subject to clauses 15.3 and 15.4 , if we are found to be liable to you, our total aggregate liability to you under or in connection with this agreement will not exceed the lower of the value of the amount paid to us by you during the Service Period and GBP 1,000.
15.6. Time limit to bring claims. You must notify us of your intention to make a claim against us within 6 months from the date of the event giving rise to your claim. If you fail to notify us, and subject to paragraph 15.3, we will have no liability to you in respect of such event.
15.7. Your indemnity to us. You will indemnify us on demand and in full for any loss or damage we suffer (including any reasonable expenses and costs incurred by us, such as legal fees) as a result of:
a) any third party claims made against us in connection with or as a result of your use of the Nook Platform and/or Nook Services;
b) your breach of these Terms (including the Wallet Terms, and any other additional terms and conditions, as applicable);
c) if we have to enforce any provisions of these Terms (including theWallet Terms, and any other additional terms and conditions, as applicable) against you; and/or if you are fraudulent in your use of the Nook Wallet. You will remain liable even after this agreement is terminated.
15.8. We do not make any promises not expressly set out in these Terms. The Nook Platform and the Nook Services (including services provided by us in relation to the Nook Wallet) are provided on an “as is” and “as available” basis and we make no representations or warranties (whether express or implied) that:
a) the Nook Platform will meet your requirements;
b) the results, outcomes or financial returns obtained from the use of the Nook Platform and/or the Nook Services will meet your expectations;
c) the results, outcomes or financial returns obtained from the use of theNook Platform and/or the Nook Services will meet your expectations; and
d) the content on the Nook Platform will be accurate, reliable, complete, legal or safe. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Nook Platform and any content on the Nook Platform. This does not affect any warranties that cannot be excluded or limited under applicable law.
16. General
16.1. Notices. Any notice or other communication given to a party under or in connection with this contract shall be in writing and shall be:
a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
b) sent by email to: (i) for Nook, to notice@nook.io ; and (ii) for Customer, to the email address you provide during your Registration.
c) Any notice or communication shall be deemed to have been received: (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting or at the time recorded by the delivery service; or (iii) if sent by email, at 9.00 am on the next working day after transmission.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.2. Marketing. By using our services, you consent to receiving periodic marketing communications from us to you via email, social media or post. You have the right to withdraw consent to marketing at any time by contacting us at notice@nook.io.
16.3. No partnership or agency. Nothing in these terms constitutes or will be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
16.4. Assignment. We may assign our rights and obligations under these terms (without your prior express consent), provided that your rights under these terms remain unaffected. You must not assign your rights and obligations under these terms.
16.5. Events outside control. Neither party will have any liability under or be deemed to be in breach of these terms for any delays or failures in performance of these terms which result from circumstances beyond its reasonable control.
16.6. Severance. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.7. Third party rights. A person who is not a party to the Agreement as set out in these Terms (including any of our respective affiliates) will not have any rights to enforce any of these Terms.
16.8. Waiver. No failure or delay by either of us in exercising any right or remedy provided by law or under these Terms will operate as a waiver of such right or remedy or preclude the future exercise of such right or remedy.
16.9. Governing law and jurisdiction. This Agreement will be governed by and interpreted in accordance with English law. You and we irrevocably agree that the English courts will have exclusive jurisdiction in relation to any dispute or claim arising out of any breach of these Terms or their subject matter or formation.
Schedule 1
Nook Wallet Terms and Conditions
1. When will these additional terms apply?
You have applied for Nook Wallet. These terms and conditions (Wallet Terms) apply if you sign up for Nook Wallet. Nook Wallet enables you to maintain a pre-paid balance of funds, which enables you to make and receive payments via Nook Platform. An agreement in respect of your Nook Wallet, on these Wallet Terms, will come into force and become binding on you when we accept your application (see paragraph 3.1 below for more details).
2. Our regulatory status
2.1. We are an agent of an authorised electronic money institution. We have been appointed and registered with theFinancial Conduct Authority (FCA) as an agent of an electronic money institution authorised by the FCA to issue electronic money (E-moneyInstitution/EMI). Electronic money or (e-money) is cash stored in an electronic form. When you pay funds into your Nook Wallet account, the EMI will issue electronic money to you, which will be stored electronically by the EMI and will represent the amount of funds paid into your Nook Wallet. You will have a claim against the EMI for the value of your funds held in the Nook Wallet, pursuant to the EMI’s own terms and conditions, which are available here if you signed up to our electronic money wallet on or after 1 December 2023 or here if you signed up to our electronic money wallet before 1 December 2023 (EMI’s Terms). If the EMI ceases to trade or becomes insolvent, we will make claims for the redemption of your funds on your behalf.
2.2. We may change the EMI or appoint additional EMIs. We will have the right to change the EMI provider or appoint additional EMI provider(s) from time to time, for example if we believe this will improve the services we provide to you, or for other business or operational reasons. In these circumstances, we will be entitled to redeem your e-money on your behalf with the existing EMI provider and transfer the funds to the new EMI(s). Before we do so, we will notify you of the identity of the new EMI(s) and the terms and conditions of their e-money and payments services. If reasonably possible, we will try to notify you at least 2 months before we implement these changes.
2.3. Your funds will be stored by the EMI in a segregated account maintained by the EMI, pooled with funds of other customers of the EMI. Please see the EMI’s Terms for further details about how your funds will be safeguarded by the EMI. The funds received into or paid to fund your Nook Wallet will be kept by the EMI in accordance with the Electronic Money Regulations 2011, which ensure that any funds held by electronic money institutions are held safely. Please note that the Financial Services Compensation Scheme does not apply to your funds.
2.4. Our role is limited. We are an agent of the EMI, which means that we are authorised to offer the e-money and payment services to you on behalf of the EMI, as well as to provide support to the users of Nook Wallet. We are not the issuer of the e-money and we do not provide any payment services ourselves; we rely on the services and infrastructure provided by the EMI, its affiliated companies, partners and subcontractors. As a result, we are not responsible for the safeguarding of your funds, issuing of the e-money to you and/or for the payment services provided by the EMI and/or its affiliated companies, partners or subcontractors. Your Nook Wallet is operated and maintained by the EMI. We are not a financial adviser and we do not provide financial, legal, tax or any other advice, and nothing on Nook Platform should be interpreted and/or relied on as such.
3. Why is it important for you to read these Wallet Terms and the EMI Terms?
3.1. Legally binding agreements. When your application for Nook Wallet is accepted by us and the EMI, two legally binding agreements will be created:
a) the first one is between you and us, on the terms and conditions set out in these Wallet Terms (in addition to the main Terms); and
b) the second one is between you and the EMI, on the terms and conditions set out in the EMI Terms. You will be notified when your application has been accepted. Please note that the EMI has two versions of the EMI Terms: one applicable to Customers who are small charities or micro-enterprises, and one for all other Customers. A “small charity” is one with an annual income of less than GBP 1 million and “micro-enterprise” is an enterprise (in whatever legal form, including self-employed individuals, family businesses, partnerships or associations engaged in an economic activity) whose annual turnover and/or balance sheet total does not exceed GBP equivalent of EUR 2 million and employs fewer than 10 people. If you are a small charity or a micro-enterprise, your contract with the EMI will be on the EMI Terms applicable to small charities and micro-enterprises.
3.2. Relationship between these Wallet Terms and the Nook Platform Terms and Conditions. These Wallet Terms supplement the Nook Platform Terms and Conditions (referred to as the “Terms”), and the provisions of the Terms apply to the supply of the Nook Wallet services by us to you. If there is any conflict or inconsistency between the Terms and these Wallet Terms, the provisions of these Wallet Terms will prevail.
3.3. Updates to these Wallet Terms. If we need to make any changes to these Wallet Terms, we will use reasonable endeavours to notify you at least 30 days’ before we implement the changes. If we need to introduce changes that are less favourable to you than the Wallet Terms to which you agreed when you applied for Nook Wallet, and you do not agree to such new terms, you can notify us that you reject the proposed new Wallet Terms. Your rejection will mean that you wish to terminate the Nook Wallet agreement and close your Nook Wallet. You will not be charged anything for terminating this agreement in these circumstances. You must notify us before the date when we propose to implement the new Wallet Terms. If we do not hear from you before such date, we will assume that you have accepted the changes, and you will be deemed to have accepted the new Wallet Terms.
4. Eligibility
4.1. Nook Wallet is not available to consumers. Nook Wallet is not available to consumers. A “consumer” is a natural person (i.e. an individual) acting for purposes outside of their trade, business or profession.
4.2. We and the EMI will carry out eligibility checks. We and the EMI are required by law to carry out certain checks on all our customers before we agree to provide the Nook Wallet and related payment services. We may ask you to provide us with certain information and documentation to enable us and/or the EMI to carry out our checks, for example to verify your identity, details of the organisation you represent and its financial standing, and we may need to ask third party service providers (for example credit reference agencies) to verify certain information about you. All information provided by you must be accurate and truthful to the best of your knowledge. Due diligence checks are normally carried out before Nook Wallet application is approved, but we reserve the right to carry out appropriate checks at any time, including before we process any transaction. Failure to comply with our (and/or the EMI’s) requests for information or documentation may result in the refusal of your Nook Wallet application and/or suspension of your Nook Wallet account.
4.3. Keeping us updated. It is very important to keep us updated about any changes to the information provided as part of your Nook Wallet application and any information and documentation submitted to us. It includes information about any sanctions applicable to you, or any other circumstances which would make your use of Nook Wallet illegal. You must inform us promptly about any changes to your circumstances affecting your eligibility for Nook Wallet and/or your ability to comply with these Terms.
4.4. We will have the right to refuse any Nook Wallet application. We and/or the EMI have the right to refuse any Nook Wallet application at any time and without providing any reason for the refusal.
5. Using Nook Wallet
5.1. The Nook Platform interface and Nook are your primary points of contact. If you have any questions or issues related to Nook Wallet and its use (including any questions related to the e-money and payments using Nook Wallet), you should direct your queries to us in the first place, by such means as we make available to support Nook Wallet (for example email, web or in-app chat or telephone). By applying for Nook Wallet you authorise us to collect and pass on to the EMI all information, communications and instructions submitted by you, for example the information provided on Nook Wallet application form, and any payments instructions. The EMI will rely on and will be entitled to act on any such information, communications and instructions received from us, as if the information, communications and instructions were given to EMI directly by you. Please note that we are not required to check their accuracy.
5.2. You are responsible for checking the completeness and accuracy of all information, communications and instructions. You must ensure that all information, communications and instructions submitted to us is complete and accurate. Failure to provide complete information may cause delays, for example, we may be unable to process your instructions. If you notice any error in any information, communication or instruction provided to us, you should correct it as soon as possible by contacting us. We will not be responsible, and will not compensate you, if you suffer any losses as a result of incomplete or inaccurate information provided to us, or as a result of any delays caused by any errors, inaccuracies or late submission of any instructions or requests.
5.3. We may screen instructions received from you, but we are not obliged to do so. We and the EMI will have the right to screen any instructions received in respect of your Nook Wallet, as this may be necessary for us and/or the EMI to comply with applicable laws and regulations. We and/or the EMI may refuse to act on any instructions or request received from you, if this is necessary to comply with any legal and regulatory obligations, for security reasons, if you are in serious breach of these Wallet Terms and/or the EMI Terms, or to protect us or the EMI from suffering a loss. If we are allowed to do so, we will inform you of the reasons why we are unable to act on your instructions or requests.
5.4. Monitor your use of Nook Wallet and keep your own records. We will provide you with records of all your Nook Wallet transactions (including the balance of the funds in your Nook Wallet), which we receive from the EMI. You should monitor all your transactions and we recommend that you keep your own records. This will allow you to verify whether the transaction reports are accurate and enable you to inform us if you notice any errors. You should report all inaccurate records as soon as you become aware of them.
5.5. You must keep your Nook Wallet security credentials safe. You must ensure that the security credentials used to authenticate Nook Wallet transactions are known only to the authorised user appointed by you and are not shared with anyone (even with other personnel of the Customer). You will be solely responsible for all transactions made using your Nook Wallet, including any unauthorised transactions.
5.6. You must notify us if the security of Nook Wallet has been compromised. You must notify us immediately if:
a) you believe the security of Nook Wallet has been compromised (for example, if someone has gained access to the security credentials); and/or
b) you have identified an unauthorised transaction made using your Nook Wallet. You may be asked to provide details of the issues reported by you, and any supporting documentation. The use of your Nook Wallet will be suspended after receipt of your notification.
5.7. Your authorised user is the only person that is permitted to use Nook Wallet. Nook Wallet can be used only by the person authorised by you and cannot be used by anyone else, or by any other business or other organisation.
5.8. Funding your Nook Wallet. You will only be able to pay bills using your Nook Wallet if you have a sufficient balance of funds available in cleared funds (Available Balance). “Cleared funds” means that the funds have been unconditionally received by us and cannot be recalled by you or the payment services provider used to fund the Card. All funds must be paid into a bank account nominated by the EMI, details of which will be provided to you. Your Nook Wallet must be pre-funded in a currency supported by us, which will be notified to you. Any transactions request that exceed the Available Balance will be rejected.
5.9. Restrictions on use of your Nook Wallet. You are not allowed to use your Nook Wallet to make a payment in connection with the following transactions:
a) transactions listed in Appendix 1 to these Wallet Terms; and
b) any activities or transactions prohibited by any laws that apply to you (for example prohibited by any anti-money laundering or anti-terrorist laws, or sanctions imposed by the UK government, the European Union or the United Nations).
5.10. Transaction limits. Nook Wallet may be subject to certain transaction limits. If there are any transactions limits, you will be notified of them via Nook Platform interface.
5.11. Currency of transactions. The currencies supported by Nook Wallet will be notified to you. If we receive a payment for processing in a currency which is not supported by your Nook Wallet, the EMI (or its payment processing partners) will convert such currency into one of the currencies supported by Nook Wallet at the applicable exchange rates. Your Available Balance will be reduced by the amount of funds after currency conversion and any administrative costs incurred in connection with the conversion. You can request details of the exchange rates by contacting us.
5.12. What fees apply to your use of the Nook Wallet? If any fees apply to your use of Nook Wallet, these will be notified to you or displayed on the Nook Platform, including the terms and method of payment.
5.13. Withdrawing funds from your Nook Wallet. You can redeem your e-money (i.e. withdraw funds from your Nook Wallet) by submitting instructions to us via Nook interface. The funds will be transferred to the bank account associated with your Nook Wallet (as provided by you during your application, and as may be updated by you from time to time) (“Nominated Bank Account”). If you do not have sufficient Available Balance, your withdrawal request will be rejected. Withdrawals are normally processed within one business day.
6. Suspension and termination of Nook Wallet
6.1. We can suspend your Nook Wallet in exceptional circumstances. We can suspend your access and use of Nook Wallet in exceptional circumstances:
a) if we have good reason to suspect that you (and/or authorised users) are behaving fraudulently, are involved in any unlawful or illegal activity (for example money laundering or terrorist financing), or Nook Wallet is used for any other unlawful purpose or in breach of the restrictions on use set out in Appendix 1;
b) if you commit a serious breach of these Wallet Terms (serious breach includes persistent breaches of the requirements of these Wallet Terms) and you have not corrected your breach when we asked you to do so and within the timeframe we reasonably requested;
c) your agreement with the EMI is terminated for any reason;
d) the EMI has directed us to do so;
e) if we have to suspend your access to Nook Platform for whatever reason;
f) if we have asked you to pay us money you owe us under these Wallet Terms and you have failed to do so despite our efforts to remind you about it;
g) you are subject to any insolvency-related proceedings, you suspend your business, your financial position deteriorates to justify the opinion that you will be unable to meet your obligations under these Wallet Terms;
h) if any information provided by you (or someone on your behalf) is false, or if you fail to provide us with information that we reasonably request from you;
i) if we have good reason to believe this is necessary for security reasons (for example any security issues affecting any third party payment processing facilities or our technology infrastructure); or
j) if we believe it is necessary to comply with any law, regulation, guidance, court order or instructions of any regulator or government authority.
6.2. We can also suspend your Nook Wallet if you reach any transaction limits (if they apply to your Nook Wallet) or if we suspect unauthorised or fraudulent use of your Nook Wallet, or if we believe the security of your Nook Wallet has been compromised.
6.3. We will notify you about the reason(s) of suspension. If we have to suspend your access and use of your Nook Wallet for any reason(s), we will notify you of the reason(s), as long as we are allowed to do so in compliance with applicable laws. We will only re-activate your access to your Nook Wallet if we (and/or the EMI) are satisfied that the reason(s) for suspension is/are no longer applicable.
6.4. When can we terminate your Nook Wallet? We can terminate your Nook Wallet
a) in the exceptional circumstances listed in paragraph 6.1 above; or
b) without giving you any reason if we provide you with at least 14 days’ advance notice. If you are a small charity or a micro-enterprise, we can terminate your Nook Wallet under this paragraph by providing you with at least 60 days’ advance notice. We will notify you about the reasons why we decided to terminate your Nook Wallet. Termination of your Nook Wallet will result in the termination of your and our rights and obligations under these Wallet Terms
6.5. Inactive Nook Wallets. If your Nook Wallet remains inactive for a period of at least 24 months (inactive Nook Wallet), meaning that no transactions have taken place within such period of time or you have never funded your Nook Wallet, your Nook Wallet may be designated by us and/or the EMI as inactive and certain or all its features may be disabled. We can terminate an inactive Nook Wallet by providing you with at least 60 days’ notice.
6.6. Return of your funds upon suspension or termination of your Nook Wallet. When your Nook Wallet is terminated (including if we cease to trade or become insolvent), the EMI will redeem your e-money by returning the funds associated with your Nook Wallet to your Nominated Bank Account. These funds should be returned to you by the EMI within 60 days. Please note that any funds transfers may be subject to due diligence checks and may be prevented in exceptional circumstances by applicable laws. Your funds may also be returned to you (without notice to you) if your Nook Wallet is suspended.
6.7. You can cancel your Nook Wallet at any time. If you wish to cancel your Nook Wallet and terminate the Nook Wallet agreement with us, you should redeem your e-money (i.e. withdraw your funds from your Nook Wallet) in accordance with paragraph 5.13 of these Wallet Terms and contact us to let us know you wish to close your Nook Wallet.
7. Complaints and Disputes
7.1. How to submit complaints. If you are unhappy with anything related to your Nook Wallet, you should submit your complaints to us in the first instance. If the complaint is not resolved to your satisfaction, you can contact the EMI – please see the EMI Terms for details of the EMI’s complaints procedure.
7.2. Complaining to the Financial Ombudsman Service. If you are not happy with how the EMI has handled your complaint, you can bring your complain to the Financial Ombudsman Service (by post at Exchange Tower, London E14 9SR, or by telephone at 0800 023 4567). The details about the service offered by the Financial Ombudsman Service can be found at www.financial-ombudsman.org.uk.
Appendix 1 Restricted Use
You are not permitted to use Nook Wallet for any of the following types of transactions:
a) to facilitate any illegal purpose, or in violation of any national, or international law, including, without limitation, laws governing intellectual property, taxation and other proprietary rights and data protection and privacy.
b) to send or receive fraudulent funds.
c) in a manner that results in or may result in Complaints, disputes, reversals, chargebacks, fees, fines, penalties and other liability to TCCL, a third party or you.
d) to collect or contribute money for something that may be deemed harmful, false, misleading, unlawful, obscene, defamatory, libellous, threatening, pornographic, harassing, hateful, or racially or ethnically offensive.
e) to control an account that is linked to another account that has engaged in any of the foregoing activities.
f) to collect payments that support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs.
g) to sell or provide:
h) items that may infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction;
i) items that require a licence, reseller's permit or franchise agreement to sell;
j) “payday loans” or other lending services;
k) items that may be counterfeit including but not limited to: designer handbags, clothing and accessories and consumer electronics;
l) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime;
m) items that encourage, promote, facilitate or instruct others to engage in illegal activity;
n) items that promote, support or glorify acts of violence or harm towards self or others;
o) drugs or drug paraphernalia;
p) activities that involve gambling or a prize draw;
q) items that are obscene or pornographic.
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