Payment Account Terms and Conditions
Last update: August 2023
Our payment account (“Account”) is available only to YouLend customers in the United Kingdom who are accepted for merchant financing and use the settlement account as a condition of financing, for receiving funds by sales processors or card processors for the purpose of repaying the Financing Contract (as defined below).
Our Account terms and conditions will come into effect from 15 October 2023.
1. Introduction
1.1. YouLend Limited (company number 12576377) (“YouLend”, “we”, “our” or “us”) is authorised by the Financial Conduct Authority ("FCA") as a Payment Institution under the Payment Services Regulations 2017. Our FCA reference number is 947287 and we are under the supervision of the FCA with respect to our activities as a Payment Institution. Our registered office address is 90 High Holborn, 5th Floor, London, England WC1V 6LJ, United Kingdom.
1.2. These terms and conditions (“Terms”) set out the terms and conditions on which we provide Account holders (“Customer”, “you” or “your”) with an Account and its related services. These Terms, along with any other terms and conditions that apply to our services, form a legal agreement between us and you.
1.3. We can be contacted via email or telephone. Our contact details are provided on the “Contact us” page of www.youlend.com (“Website”).
1.4. You can always see the most current version of these Terms on our Website. You have the right to obtain a paper copy of these Terms at any time.
2. Our services
2.1. We provide you with access to an online platform (the “Platform”) and an online dashboard (the “Merchant Dashboard”). The purpose of the Platform is to intermediate financing agreements (the “Financing Contracts”) between you, as a business customer, and corporate / institutional funders (the “Funders”). Both you and the Funders are corporate entities or businesses located in the United Kingdom. For the avoidance of doubt, we do not offer consumer finance and the Financing Contracts between you, YouLend and the Funders are not regulated by the FCA.
2.2. In connection with the Merchant Dashboard and Financing Contracts, we also provide settlement services and offer Accounts for the receipt of funds used in connection with repayments from you.
2.3. You have agreed to the opening of an Account as a condition of your Financing Contract and we have provided financing to you on the basis that you will use the Account to receive funds by sales processors or card processors for the purpose of repaying the merchant financing.
2.4. We operate the Accounts based on the Financing Contract with you. You will instruct us to make a payment of a specified proportion of incoming sales revenue to the Funder with the remainder to be sent to your external business bank or payment account (the “Business Account”), as specified in the Financing Contracts. We do not charge you for providing the settlement services. For the avoidance of doubt, we may charge for other services delivered to you and the Funders under the Financing Contract.
2.5. You accept that any use of the Account shall constitute your acceptance of these Terms. These Terms shall apply in conjunction with any other agreements entered into between you and YouLend.
3. Accessing Your Account
3.1. You must be accepted for a Financing Contract to open an Account. You confirm that you are either a legal resident of the United Kingdom or a business entity authorised to conduct business in the United Kingdom and that you are an authorised signatory for the business you represent. You must use your or your business’ true and accurate name when entering into the Financing Contract, which will be used to open an Account.
3.2. The Account services are available only after entering into Financing Contract and once you have been onboarded, in accordance with our policies and procedures.
3.3. As part of our onboarding procedures, we will carry out client identification procedures pursuant to applicable law, including but not limited to any applicable anti-money laundering regulations, before accepting and onboarding you.
3.4. We shall be under no obligation to accept you as a Customer. We shall also, at our own discretion be entitled to determine on which terms and conditions you are accepted as a Customer.
3.5. You must tell us immediately if any of the information you have previously provided to us changes, including a change of name, address, or, if applicable, company ownership.
3.6. We have an obligation to maintain up-to-date information on you and may also from time-to-time request additional information from you. You agree to provide us with all documents and other information that we reasonably request at any stage of your use of the Account. The documents and information we may ask you for shall include, without limitation, any documents or other evidence concerning your identity, or that of third parties, your business activities or documentation evidencing the validity of a transaction.
3.7. Once you have been onboarded, you will have access to the Merchant Dashboard where you will be able to access your transaction history.
4. Processing payments
4.1. We will carry out transactions, to or on behalf of you, upon receipt of an instruction signed or accepted by you, or if we have otherwise been authorised to do so by you in accordance with the Financing Contract.
4.2. We will modify or cancel a payment request up until the payment has left the Account. If a payment has left the Account, we will attempt to recall the payment in accordance with section 4.4 and we will cancel future payments.
4.3. We will ensure that instructions are handled as soon as reasonably possible but in no particular order. An instruction regarding a payment transfer shall be considered as received on the business day on which we receive the instruction. If the instruction is received after the relevant cut-off times, as specified in clause 4.7, such instruction shall be deemed to have been received on the following business day.
4.4. Business day means a day other than a Saturday, Sunday or a public holiday in England when financial institutions in London are open for business.
4.5. You agree to ensure that all instructions are complete and accurate. In case you request to cancel or modify an instruction, we are required to use reasonable efforts to comply with such request. We are not liable for any failure to cancel or modify such an instruction.
4.6. An incoming payment shall be sent to your Business Account:
4.6.1. on the same business day provided that the payment is received by us before the relevant cut-off time; or
4.6.2. on the following business day if the payment is received after the relevant cut-off time.
4.7. The relevant cut-off time is 6pm Monday to Saturday (excluding public and bank holidays).
4.8. We may reverse amounts transferred into the Account by error on the part of us, for example if the same amount is transferred twice. The same applies where we, according to agreements with our correspondent banks, are under an obligation to reverse amounts.
4.9. Only sums credited to your Account shall be treated as available for payments initiated by you and we will not act on an instruction from you if there are not sufficient funds in the Account to carry out the requested transactions.
4.10. Payments from your Account will be made to your Business Account, or if specifically agreed to a third-party recipient upon an instruction from you and agreement by us. We will process and be responsible for processing payments from the Account solely on the basis of the BIC, sort code or national bank code of the recipient bank, the recipient bank account number (or IBAN) and full name and address of the recipient included in the instruction provided to us by you.
4.11. If incorrect payment details have been provided by you, the payment may be delayed or credited to a wrong account, and we will not be liable for any loss incurred by anyone and/or for any delay to the payment being made.
5. Security
5.1. You agree to keep your security details safe at all times. To avoid the Merchant Dashboard or the Account being used by someone else you must treat your credentials as confidential, and not disclose them to anyone else. You must also not keep a written record of them which identifies them and how to use them.
5.2. If we find any security issues affecting your Account, we will contact you as soon as possible in the most secure way, using one of our usual channels. We may stop you using your Account if we have reasonable grounds to believe that your Account credentials are no longer confidential to you, or that they have been used fraudulently without your permission.
5.3. If you suspect your access to the Account, Merchant Dashboard or other security credentials are lost, stolen, used without your authorisation or otherwise compromised, you must contact us immediately. You are also advised to change your password to the Platform. Any undue delays in notifying us may affect the security of your Account and also result in you being responsible for financial losses.
6. Safeguarding funds
6.1. When we receive incoming funds, we shall place your funds into a segregated account held with an authorised credit institution, separately from our own funds.
6.2. In the event of our insolvency, these funds will form an asset pool which is separate from our insolvent estate and an administrator will be entitled to reimburse you from this pool (in priority to other creditors of YouLend).
7. Our right to reverse, suspend and terminate
7.1. If we:
7.1.1. have not been provided with any information that we have requested under section 3 of these Terms, or the information or documentation provided is not satisfactory in our reasonable opinion;
7.1.2. reasonably believe that you are in breach of these Terms or any other conditions applicable to our Services;
7.1.3. reasonably believe that your activities can cause damage to our goodwill or reputation;
7.1.4. have reasonable suspicion of unlawful, fraudulent or criminal activity concerning use of our services;
7.1.5. have reasonable grounds relating to security or credit risk in relation to your use of our services;
7.1.6. have reasonable belief that we are required to do so by law or regulation;
7.1.7. are no longer able to provide the services due to a change in or termination of a service from our third-party suppliers, or due to a change in the policies of those suppliers;
7.1.8. have reasonable belief that you are using the services for a different purpose than notified to us by you;
7.1.9. are given direction to do so by any court, regulator or other competent regulatory, tax or other authority; and/or
7.1.10. are owed any outstanding liability by you to us under the Financing Contract,
7.2. we may immediately:
7.2.1. decline your application for the services;
7.2.2. terminate any or all of the services;
7.2.3. reverse any relevant transactions;
7.2.4. withhold funds from you or restrict your access to funds or the Merchant Dashboard
7.2.5. refuse to accept payments into, or make payments from your Account;
7.2.6. use the funds in your Account to offset any amounts owed to us under the Financing Contract; and/or
7.2.7. do anything else we reasonably consider necessary.
7.3. We shall inform you of any such actions we take, unless we have a reasonable belief that we are prevented from doing so by law or regulation or we believe that doing so would compromise our anti-fraud or security measures.
7.4. When we withhold funds from you or restrict your access to funds in accordance with these Terms, the subsequent release of or access to those funds is at our sole discretion. Any termination by you of the Account will not be valid as a cause of action for the release of the funds and you waive any rights to terminate in the event of your own breach of these Terms.
7.5. We may terminate the provision of any or all of the services at any time and close the Account, for any reason, by giving you at least two (2) months prior written notice. We will give you written notice of such action to the email address that you have given to us, which shall be deemed sufficient notice.
7.6. If we terminate the provision of services and close the Account, we will ask you to provide us details of where you would like us to transfer any balance to, provided that your chosen option is available and there is no limit or other restriction for us to do so, after deducting any outstanding amounts under the Financing Contract. We will ordinarily transfer such funds to another account in your name only.
7.7. If we terminate the provision of services and close the Account any of your or our rights or liabilities which have accrued prior to the closure of the Account shall continue until fully discharged by the relevant party under these Terms, save for any rights or liabilities which are expressed to continue after the termination of your Account.
8. Your right to close Your Account
8.1. You may close your Account at any time by contacting us.
8.2. If you close your Account before you have repaid the outstanding balance under the Financing Contract, this may trigger an event of default which could result in us requiring that you repay any outstanding balance in full, or taking further action to recover the balance.
8.3. When you give us notice to close your Account, any balances in the Account may be used to offset any outstanding liability under the Financing Contract by you to us.
8.4. Any amounts owed to us by you under the Financing Contract will remain due if the Account is closed.
8.5.If there are any balances due to you, we will ask you to provide us details of where you would like us to transfer the balance to, provided that your chosen option is available and there is no limit or other restriction for us to do so. We will ordinarily transfer such funds to another account in your name only.
9. Our responsibility
9.1. We shall at all times perform our obligations under the Terms and carry out the services with reasonable care and skill.
9.2. Nothing in these Terms removes or limits our liability for death or personal injury resulting from our negligence or from fraud or fraudulent claims or statements, or any other liability that cannot be removed or limited by applicable law.
9.3. We do not warrant or guarantee that the services will be uninterrupted or error free. Except as required under law, we shall not be liable for any (a) service interruptions, including but not limited to, system failures, delays, disruptions or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of transactions or services; and/or (b) any faults, mistakes or inaccuracies of any kind in our services. This paragraph does not apply to our responsibility to refund any funds in respect of transaction disputes.
9.4. We do not exclude or limit our liability to you where it would be unlawful to do so.
9.5. We are not liable for business losses or technological attacks.
9.6. We are liable to you for unauthorised payments, or payments made by mistake due to our error, except in the following circumstances:
9.6.1. where your Account or Account credentials are lost, stolen or misappropriated. In these circumstances you will be liable for the first £35 of any unauthorised payments if we believe that you should have been aware of the loss, theft, or unauthorised use;
9.6.2. if you have acted fraudulently, in which case we will not refund you in any circumstances;
9.6.3. if you do not promptly notify us of security issues relating to the Account, Merchant Dashboard or access to YouLend services;
9.6.4. if you have with intent or gross negligence compromised the security of the Account, Merchant Dashboard or access to YouLend services; or
9.6.5. if you don’t let us know about the unauthorised or incorrectly completed transaction within 13 months from the date of the payment transaction.
9.7. You are responsible for checking the Merchant Dashboard regularly to ensure that incoming and outgoing payments are as you expect.
9.8. In the event of loss, claims, costs or expenses (including reasonable legal fees) arising out of your breach of these Terms, any applicable law or regulation and/or your, or any authorised third parties’, use of our Services, you agree to defend, compensate us and our affiliates and hold us harmless. This provision will continue after our relationship ends.
10. Amendments
10.1. We may change these Terms from time to time.
10.2. The provision of new services or changes to existing services that do not constitute a change to these Terms shall be made immediately. All changes will be posted on our Website and/or emailed to you and/or posted on the Merchant Dashboard.
10.3. We will provide you with notice of any changes we propose to make to these Terms at least two (2) months before the change is due to take effect. In the event that you do not agree to the proposed changes, you are entitled to terminate your Account without charge prior to the changes coming into effect. If you terminate your Account, any amounts outstanding under the Financing Contract will remain due. If you do not notify us that you want to terminate your Account before the changes, come into effect, we will treat you as having accepted the change and they will apply to you from the effective date specified in the notice.
11. Rights
11.1. These Terms are between you and us. No other person shall have any rights to enforce any of its terms.
11.2. We may transfer these Terms to someone else. You may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under these Terms without our prior written consent.
11.3. We reserve the right to transfer, assign or novate these Terms (including the Account) or any right or obligation under these Terms at any time without your consent. This does not affect your rights to close your Account under section 8.
11.4. If a court finds part of these Terms unenforceable, 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 unenforceable, the remaining paragraphs will remain in full force and effect.
11.5. Even if we delay in enforcing these Terms, we can still enforce them later. If we delay in asking you to do certain things or in taking action, it will not prevent us taking steps against you at a later date.
12. Set-off
12.1. If any circumstances arise which, in accordance with these Terms entitles us to be compensated by you, to the extent permitted by law, we may set off against the Account balance any obligation you owe YouLend Limited under the Financing Contract. Your failure to fully pay amounts that you owe YouLend Limited on demand will be a breach of these Terms. You are liable for any of our costs associated with collection in addition to any amounts owed, including legal fees and expenses, collection agency fees and any applicable interest.
12.2. We shall be entitled to recover any sum due to us by setting-off part or all of any sum that you have lodged with us, either in your Account or otherwise against the sums you owe us. We shall accordingly deduct such sums from your Account. You shall have no similar right of set-off.
13. Circumstances beyond our control
13.1. We are not responsible for any breach of these Terms by us, or for any loss you incur in connection with such breach, due to any circumstances beyond our control.
13.2. Our performance of the services is deemed to be suspended for the period that the circumstances beyond our control continue and we will have an extension of time for performance for the duration of that period.
13.3. If any circumstances beyond our control occur, we may take any action we consider appropriate in connection with the services and use reasonable endeavours to end the circumstances beyond our control.
14. Accessing our services
14.1. The Account is provided on an “as is” basis and without any representation or warranty, whether express, implied, or statutory. We make no representation of any kind whatsoever for the services or the content, materials, information, and functions made accessible by the services or used on or accessed through the services.
15. Governing Law and Jurisdiction
15.1. These Terms and are governed by the laws of England and Wales.
15.2. The English courts will have exclusive jurisdiction in relation to any and all disputes arising from the Terms.
16. Complaints
16.1. In accordance with our complaints notice which can be found here, if you are unhappy with how we have dealt with your complaint about the services provided under these Terms, you can refer it to the Financial Ombudsman Service within six months of the date we sent our final response to you.
16.2 You can also make a complaint about the services provided under these Terms to the Financial Conduct Authority.