"API" means the application programming interface provided by Pollen for the purposes of enabling the Tool to be integrated into, and accessed by End-Users via, the Customer Website.
"Authorised Person" means any person authorised by you to give us instructions in relation to the Payment Platform.
"Business Day" means any day other than a Saturday or a Sunday or a public or bank holiday in England.
"Client" means the person who is contracting with us for the provision of the Services.
"Client Support" means our client support service which is available by calling our in product help desk (provided by Zendesk)or by sending an email to email@example.com.
"Close Out" means any action we may take to close out, cover or reduce our exposure in relation to the relevant Contract including any action we reasonably consider appropriate in the circumstances.
"Commercial Agreement" means the agreement between you and us setting out the commercial terms for the provision of one or more of the Services.
“Consumer” means (a) an individual who, in contracts for payment services to which the PSRs 2017 apply, is acting for purposes other than a trade, business or profession; (b) an enterprise which, at the time at which the contract for payment services is entered into, is an enterprise as defined in Article 1 and Article 2(1) and (3) of the Annex to Recommendation 2003/361/EC of 6th May 2003 concerning the definition of micro, small and medium-sized enterprise; and (c) a body whose annual income is less than £1 million and is (i) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2011; (ii) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005; or (iii) in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008.
"Contracts" means any one or more of the agreements between you and us for the sale, purchase, and delivery of currency.
"Control" of an entity means the power, direct or indirect, to direct or cause the direction of the management and policies of such entity, whether by contract or otherwise, and in any event and without limitation of the foregoing, any entity owning more than 20% of the voting securities of a second entity shall be deemed to control that second entity. Derivative forms of the term “Control” (e.g. Controlling and Controlled by) have corresponding meanings.
"Data Controller" has the meaning set out in the Data Protection Legislation (or, in respect of the GDPR, means the same as "controller" in Article 4 of GDPR).
"Data Processor" has the meaning set out in the Data Protection Legislation (or, in respect of the GDPR, means the same as "processor" in Article 4 of GDPR).
"Data Protection Legislation" means (in each case as such are updated, amended or replaced from time to time): (a) the UK Data Protection Act 1998 (as amended or replaced from time to time), (b) from its effective date (25 May 2018), the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation) (the "GDPR"), and any laws or regulations ratifying, implementing, adopting, supplementing or replacing GDPR (including the UK Data Protection Act 2018), in each case, to the extent in force; and (c) any other relevant data protection legislation in any jurisdiction which is applicable to the Services, including but not limited to the Privacy and Electronic Communications (EC Directive) Regulations 2003.
"Data Subject" means an individual who is the subject of Personal Data.
"DP Regulator" means any governmental or regulatory body or authority with responsibility for monitoring or enforcing compliance with the Data Protection Legislation.
"Durable Medium" means a medium which allows you to store information in a way accessible for future reference for a period of time adequate for the purposes of the information and which allows the unchanged reproduction of the information stored.
"End Customer" means any person other than us who contracts with you, including without limitation any client you engage in connection with the Platform Services.
"FCA" means the Financial Conduct Authority of the United Kingdom whose address is 25 The North Colonnade, Canary Wharf, London E14 5HS, United Kingdom; further information on the FCA can be obtained on the FCA’s website at www.fca.org.uk.
"Foreign Exchange Services" means the foreign exchange services provided by Pollen including quoting and execution of foreign exchange contracts to sell and buy currency for any date up to 12 months.
"Forward Contract" means any one or more Contracts under which currency is bought and sold for delivery at a fixed future time which is at least 7 days (or longer) after the contract is entered into.
"Group Companies" means in relation to a company those companies which are subsidiaries, holding companies or subsidiaries of any holding company of such company, where the terms "subsidiary" and "holding company" bear the meaning given to them in section 1159 of the Companies Act 2006.
"Insolvency Event" means in relation to either party: If such party becomes insolvent or a bankruptcy petition is presented against any such person or any steps are taken to appoint an administrator, judicial factor or similar officer to any such party or to commence the winding up or dissolution of any such party or to otherwise apply to the court for a moratorium or make a proposal to creditors for a voluntary arrangement or any such party grants a trust deed for creditors or takes any action with a view to the readjustment, rescheduling forgiveness or deferral of any part of any such party’s indebtedness or any such person enters into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them (except for the purposes of a solvent reconstruction or amalgamation), or a receiver, receiver and manager, or other controller, administrator or similar officer to be appointed with respect to, or takes control of, the assets or undertakings of any such party.
"Losses" means all losses, liabilities, fines, charges, damages, actions, costs and expenses, professional fees (including legal fees actually incurred) and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties.
"Margin" means collateral paid by you to us, including additional margin and increased margin.
“Payer” means a third party that sends funds to us on your behalf.
"Payment Platform" means the Pollen online Payment Platform that provides the functionality and connectivity via the API or User Interface.
"Personal Data" has the meaning given to it by the Data Protection Legislation;"Platform Services" means the access to information and market data via the Payment Platform provided by us to amongst other things, facilitate the booking and management of payments, track trades and report on balances and transactions.
"Regulations" means the Payment Services Regulations 2017 as (as amended and replaced from time to time).
"Settlement Date and Time" means the date and time specified within the Contract, by which funds must be received by or available to Pollen.
"UK Business Hours" means Monday through Friday 9:00 am to 5:00 pm.
"Website" means the website available at www.pollentechnologies.com.
"We", "us", or "our" means Pollen Technologies Limited; and "You" or "your" means you, the person who is contracting with us for the provision of the Services.
We operate a proprietary Payment and Bank Account Aggregation Platform that automates the treasury, cash management and payment lifecycle from management and receipt of funds through currency conversion and payment. The Services include Bank Account Linking, FX, Payments and Receivables.
2. USE OF THE PAYMENT PLATFORM AND THE SERVICES
2.1 Ownership and Use.
Pollen owns all rights, title and interest in the Payment Platform and our proprietary technology, including our software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), network designs, know-how, and trade secrets, and including any modifications, improvements, and derivative work thereof (the “Pollen Technology”).
It is your responsibility to ensure that the Payment Platform is only accessed by you or your Authorised Persons and that you, including your Authorised Persons, employees and agents, keep your login details, passwords, or other security features associated with your access safe and secure. If you have any knowledge or any suspicion that any of these security features have been stolen, misappropriated, improperly disclosed to a third party or used without authorisation or otherwise compromised you must contact Client Support immediately.
2.3 Suspension of Access.
We are entitled to suspend your or Authorised Persons’ access to the Payment Platform and/or otherwise restrict functionality if you are in breach of these terms. In all such cases we will, to the extent permitted under applicable laws, provide you with reasonable notice in advance of taking these steps. However, we may suspend your or Authorised Persons’ access to the Payment Platform and/or otherwise restrict functionality without notice if you are using the Services in a manner that could cause us legal liability or disrupt other users’ ability to access and use the Services or if any of the events set out in Section 10.3 occur. Any suspension or restriction shall continue for such a period as we shall reasonably determine to be necessary.
You must provide and/or obtain any equipment or telecommunications lines and links that may be necessary for you to use the Payment Platform, and you acknowledge that certain software and equipment used by you may not be capable of supporting certain features of the Payment Platform. For the avoidance of doubt, we are not responsible for providing you with any equipment or telecommunications lines and links that may be necessary for you to use the Payment Platform.
2.5 Principal Only.
You hereby (i) confirm, represent and warrant to us at all times that you are acting either on your own Account or, where applicable, for the benefit of your End Customer, and not on behalf of any other person, and (ii) acknowledge that we shall not be a principal to any transaction or be responsible for or otherwise guarantee the performance of any transaction entered into by you with an End Customer.
2.6 End Customer Responsibilities.
We shall not treat End Customers as our client for the purposes of providing the Services. You are solely responsible and liable for all acts and omissions of End Customers including without limitation (i) all dealing services provided to End Customers and the correct inputting of trade details including trades executed via another liquidity partner, (ii) End Customer limits default, spreads and permissions and the setting of trading limits, products, default spreads and user permissions for End Customers, (iii) all Know Your Customer ("KYC") and/or customer due diligence ("CDD") requirements relating to End Customers and the on-boarding of End Customers, (iv) all operational matters relating to End Customers including inputting any manual End Customer's payment details, chasing End Customers for payment details, any late arrival of funds, settlement with End Customers, and monitoring the open positions of End Customers, (v) all sales, marketing and account management in relation to End Customers, including the promotion and marketing of foreign exchange deliverable services and/or international payments services to End Customers, End Customer account management and execution of trades over the phone to End Customers, and training End Customers on the use of the Platform Services.
3. DATA PROTECTION LEGISLATION
3.1 Personal Data.
We may conduct searches through an identity-referencing agency and through other sources of information and use scoring methods both to allow us to provide you with the Services and to assess our risks in doing so, including credit standing and compliance with all KYC/CDD requirements. A record of this process will be kept and may be used to allow our Group Companies to similarly provide you with services and to assess our risks in doing so. Information may also be passed to other organisations or persons to prevent fraud. Additionally, information may be passed to governmental, regulatory or judicial organisations to prevent fraud or financial crime where we consider it appropriate. The foregoing use of Personal Data may render us a Data Controller.
3.4 Data Lawfully Obtained.
3.5 Responsibility for Data.
You are solely responsible for the content, quality, accuracy and completeness of any Personal Data, any End Customer data, and any other data provided or transmitted by you or on your behalf via or in connection with the use of the Payment Platform and the Services.
3.6 Record Keeping.
Each party shall maintain records of all processing operations under its responsibility that contain at least the minimum information required by the Data Protection Legislation and shall make such information available to any DP Regulator on request.
3.7 Complaints, Notices or Communications.
If either party receives any complaint, notice or communication which relates directly or indirectly to the processing of Personal Data or to either party's compliance with the Data Protection Legislation, it shall as soon as reasonably practicable notify the other party and provide the other party with commercially reasonable co-operation and assistance in relation to any such complaint, notice or communication.
4. FEES AND AMOUNTS TO BE PAID
All fees for the Services shall be as set out in the Commercial Agreement.
All Fees are stated exclusive of all taxes and similar fiscal charges now in force or enacted in the future, all of which you will be responsible for and must pay in full.
4.3 Default Interest, Suspension, and Reconnection.
4.4 Set Off.
You agree that we may set off any amount you owe us against any sums owed by us to you, provided we have given you 10 (ten) days prior written notice of such intention and document the amount to be deducted and the reasons for the same.
5. CLIENT HELP CENTRE AND SERVICE LEVELS
5.1 Client Help Centre.
In accordance with the Regulations communicate to you the maximum execution time for a payment, the charges payable by you in respect of a payment, the cut-off time for the payment system we use to transmit your payment, and (where applicable) a breakdown of the amounts of any charges. In all cases, the maximum execution time to process payment instructions (as opposed to currency conversions) shall be five (5) Business Days. However, in many cases and where required by the Regulations, Pollen may process a payment much faster.
5.2 Telephone Conversations.
Any telephone conversations we have with you or Authorised Persons may be monitored and recorded by us and we may also maintain records of emails sent by or to you and your Authorised Persons. You agree that we may use these telephone recordings and any transcripts or email records for training and quality control purposes or to resolve any disputes, and also in the prevention and detection of crime. However, we may not make or maintain such recordings or records for you or be able to make them available to you.
5.3 Service Levels.
We shall use all reasonable endeavours to ensure that the Payment Platform is available 99.5% of the time during each calendar month (“Availability”). Availability excludes unavailability due to scheduled maintenance or a force majeure event (described below in section 11.10). In any case, we will promptly inform you if the Services or the Payment Platform becomes unavailable.
5.4 Help Desk.
You may report incidents requiring our help by contacting Client Support by telephone or by sending an email which will be acknowledged by email or telephone during UK office hours within one (1) hour of the incident report. Reported incidents will be assigned to a Client Support representative, who shall coordinate support efforts with you through resolution of the reported problem. We will use all reasonable endeavours to resolve any incidents or problems relating to the Services as soon as is reasonably possible.
5.5 Limits on Support Services.
5.6 Scheduled Maintenance.
We may suspend access to the Payment Platform outside of UK Business Hours for no more than fifteen minutes to upgrade the Payment Platform. We will, to the extent practicable, provide you with advance notice of any other scheduled maintenance, including details of the expected Payment Platform downtime. Payment Platform downtime during scheduled maintenance carried out by us in accordance with this section shall not be counted as downtime for the purposes of Availability.
6. CONFIDENTIAL INFORMATION
7. OUR AGREEMENT WITH YOU
7.1 Our Acceptance of You as a Client.
7.2 Your Representations and Warranties.
7.3 Our Representations and Warranties.
8. RELIANCE ON INSTRUCTIONS
Pollen is authorised and entitled to rely upon, and act in accordance with, any instruction which may from time to time be, or purport to be, given by Authorised Persons. For these purposes, an instruction includes a payment instruction or an instruction relating to a transaction for the purchase or sale and delivery of payment. Pollen is entitled to treat any instruction as fully authorised by, and binding upon you, and entitled (but not bound) to take any steps in connection with, or in reliance upon that instruction which Pollen in its absolute discretion may consider appropriate, and notwithstanding any error or misunderstanding or lack of clarity in the terms of that instruction. If Pollen receives what it considers to be conflicting or ambiguous instructions from any Authorised Person, Pollen may, in its absolute discretion and without any liability on its part, decline to act whilst seeking clarification of that instruction, as Pollen in its discretion deems appropriate. For the avoidance of doubt, a payment instruction shall be regarded as having been authorised by you for the purposes of the Payment Services Regulations 2009 if an Authorised Person has given his/its consent.
9.1 Your Liability for Losses.
You shall be liable to us, and on our demand you shall promptly pay us, for all Losses (including losses and expenses from any action we take to seek to cover or reduce our exposure under any Contracts) arising from or in connection with:
(a) our acting on your or your Authorised Persons’ instructions or apparent instructions and Orders (including, where applicable and without limitation, by e-mail, fax, telephone, or via the Payment Platform);
(b) anything relating to such instructions made by or on behalf of you or an Authorised Person (including where applicable and without limitation, instructions in writing by e-mail, fax or via our website) to us or concluding Orders with us (whether orally or in writing);
(c) our exercising our rights to Close Out all or any part of any Contract; except to the extent that, in each case, the Losses arise due to our negligence, wilful default, or fraud.
9.2 Unauthorised or Incorrectly Executed Payments.
Under the Regulations you may be entitled to redress for any unauthorised or incorrectly executed payments. In the case of an executed payment not authorised by you or an Authorised Person, we will refund the amount of the unauthorised payment to you, and where applicable, restore the debited payment account to the state it would have been in had the unauthorised payment not taken place. If we fail to execute, or incorrectly execute, a payment, unless we can establish that the beneficiary’s payment service provider received the amount of the payment transaction, we will refund to you the amount of the non-executed or defective payment transaction promptly after becoming aware of the error, and, where applicable, restore the debited payment account to the state in which it would have been had the defective payment transaction not taken place. We will also refund to you any direct charges for which you are responsible and any interest which you must pay as a consequence of the non-execution or defective execution of the payment transaction. Beyond this, we have no further liability to you for any unauthorised or incorrectly executed payments.
9.3 Incorrect Information or Payee/Beneficiary Bank Failure.
We will not be liable to you for the nonexecution of a payment or for the defective execution of a payment if the information you provide is incorrect. We will not be liable for errors, mistakes, or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly. In either case, we will make reasonable efforts to recover the funds involved in the payment. You will be responsible for the costs incurred by us for any such recovery.
9.4 Our Negligence.
If a Loss is incurred due to our negligence or breach of contract, we will promptly attempt to correct the error. Subject to Section 9.6, we will be liable for any direct losses such as bank fees and interest incurred as a result of our negligence or breach of contract. In no circumstances will we be liable for any indirect, unforeseeable or incidental losses incurred, such as loss of opportunity.
9.6 Aggregate Liability.
Notwithstanding the foregoing, but always subject to Section 9.5 (Non-Exclusion), if the claim relates to a specific Contract, our maximum liability to you, whether arising in contract, tort or otherwise, shall in no circumstances exceed an amount equal to the currency sold by us under the relevant Contract.
Subject to Section 9.5. (Non-Exclusion), in no event shall either party be liable to the other for any loss of data, loss of profits. or any special, incidental, indirect or consequential Loss, howsoever arising.
9.7 Your Indemnities.
You agree to fully defend us on demand from and against any third-party claim (i) alleging that your actions in connection with your use of the Payment Platform or the Services violates any third party’s rights of privacy or violates any privacy laws; and (ii) arising from or relating to End Customer data. You will, in either case, indemnify us (and our directors, employees and agents) against all damages awarded against us or agreed to in a written settlement agreement signed by you arising out of such claim. We shall: (a) promptly notify you in writing of any such claim; (b) authorise you to control the defence and all related settlement negotiations; (c) provide you with the assistance and information reasonably necessary to defend and/or settle any such claim; (d) in no event jeopardise, settle or admit liability with respect to any such claim without your prior written consent, and (e) use reasonable endeavours to mitigate any such claim.
9.8 Our Indemnities.
10.2 Termination for Cause.
10.3 Additional Grounds for Termination.
10.4 Effect of Termination.
11.1 Relationship between the Parties.
11.2 Changes to the Payment Platform.
We reserve the right to modify and make changes to the Payment Platform at any time as we deem necessary to comply with applicable laws and regulations or business needs, provided that such modification shall not in our reasonable opinion degrade the functionality of the Payment Platform. Where possible, we shall notify you of such modification as soon as is reasonably practicable following our determining to make the modification.
11.4 Governing Law and Forum.
Subject to the following, we may include your name, logo and contact information in directories of our service subscribers and other general promotional materials for the purpose of promoting the use of the Payment Platform generally. However, we shall immediately cease using your name, logo and contact information if you request us to do so. Neither party shall issue a press release relating to their business relationship without the written consent of the other party. Neither party may use the trademark or trade name of the other party without the written consent of such party.
11.6 Entire Agreement and Waiver.
11.10 Force Majeure.
11.11 Third Party Rights.
11.12 Notices and Communications.
If you feel that we have not met your expectations in the delivery of our services or if you think we have made a mistake, please let us know. We have internal procedures for handling complaints fairly and promptly in accordance with the FCA requirements. A copy of our complaints procedure is available upon request and on the Website. If you are not satisfied with the decision in our final response, you may be able to refer your complaint to the Financial Ombudsman Service should you not be satisfied with our final response. Eligibility criteria and the procedures involved, are available from the Financial Ombudsman Service, Exchange Tower London E14 9SR.
11.15 English Text Prevails.
1. Rights and obligations.
2. Scope of the Regulations.
3. Anti-Money Laundering.
We reserve the right in our sole discretion to carry out all and any necessary money laundering, terrorism financing, fraud or other illegal activity checks before processing any upload, payment or withdrawal transaction.
4. Opening an Account.
In order to use Payment Services you must first open an Account with us. By opening an Account with us, you are also confirming that you have regular access to the internet and email. It is for you to ensure that your contact details are up to date and that you are able to access any such communications and information at all times
5. Maintaining an Account.
You must ensure that the information recorded on your Account is always complete, accurate and up to date and we shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm and/or provide documents or other evidence as to the accuracy of this information. We may contact you via the Portal or by email with information or notices regarding your Account and Payment Services. It is your responsibility to regularly check the proper functionality of your e- mail account or other methods of communication that you have registered with your Account and to retrieve and read messages relating to your Account and Payment Services promptly. We shall not be liable for any loss arising out of your failure to do so. Fund uploads, payments received, payments sent and fund withdrawals are displayed in your Account and you should check your Account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible by contacting Client Support.
6. Closing an Account.
You may close your Account at any time by contacting Client Support and withdrawing any balance held at that time.
7. Uploading to an Account.
The balance of the sold currency will be paid into your Account and you can upload funds but we do not guarantee the use of any particular upload method and may make changes to or discontinue the acceptance of any particular upload method at any time. We shall not be responsible for the upload payment until the uploaded funds are received by us. Uploaded funds will be credited to your Account after the funds have been received by us and have not been subject to any reversal in which case we will deduct such reversed transaction from the balance of your Account. If your Account balance is insufficient, we reserve the right to require repayment from you.
8. Sending Payments.
9. Receiving Payments.
If you receive funds into your Account, we will display the payment in your transactions history. You should regularly reconcile incoming payments with your own records. You should be aware that receipt of funds to your Account does not necessarily mean that these transactions cannot be reversed. We reserve the right to reverse a payment in case the payer or the payer’s bank or payment service provider has reversed (or is reasonably likely to reverse) an upload or other payment which was used to fund the payment to you.
10. Prohibited Payments.
We reserve the right, in our sole discretion to impose ‘acceptable use’ terms in relation to the operation of your Account and the provision of any payment service including the prohibition of certain categories of payment transactions for example payments in relation to the gaming, bitcoins and virtual currencies sectors by specifying these on the Website. You must not use your Account for any illegal purposes including without limitation fraud and money laundering. We will report any suspicious activity to the relevant law enforcement agency. If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section we reserve the right to reverse the transaction, and/or close or suspend your Account and/or report the transaction to the relevant law enforcement agency and/or claim damages from you.
11. Withdrawing Funds.
You can request a withdrawal of all or part of the funds held in your Account at any time by logging into your Account and following the relevant instructions. We do not guarantee the use of any particular withdrawal method and may make changes to or discontinue the acceptance of any particular withdrawal method at any time as long as there is at least one withdrawal method available to you. You may only make a withdrawal to a bank account and where you are the named holder of such bank account. For the purposes of a withdrawal transaction, we are a payer and not a payment service provider. You must ensure that the payment details you enter when withdrawing funds are correct and complete. We will not be liable for funds being sent to the wrong payment instrument where this is due to you providing incorrect payment details. If you have withdrawn funds to the wrong payment details payment instrument, you may request that we assist you in reclaiming the funds, however, we will charge you an administration fee and we cannot guarantee that the reclaim efforts will be successful.
Funds received in accordance with a payment instruction will be subject to the segregation requirements as set out in the Regulations and are referred to as “Relevant Funds”. For the purposes of this clause “Relevant Funds” means sums received from you or for your benefit from a payment service provider such as a bank for the execution of Payment Services on your behalf. Relevant Funds are held in segregated bank accounts which are independent of our business bank accounts. The purpose for so holding funds is to ensure that in the event of our insolvency, or if a financial claim is made against us, no creditor or claimant should be able to claim funds held in these accounts. This is because no other person or institution may have any rights or interest over the funds held in these accounts such as a lien over funds in these accounts. Relevant Funds do not include funds received from or to you or on your behalf in settlement of a FX Contract. Pursuant to the Regulations, we will not pay interest on funds paid to us including balances held in segregated or client bank accounts and we may retain, for our own benefit, any interest which accrues from funds held in any accounts.
1. No Advice.
2. Instructions and Orders.
You may give us electronic or verbal instructions relating to a transaction for the purchase or sale and delivery of currency and we will at our sole discretion offer the commercial terms of a proposed FX Contract. Once you accept the commercial terms of the FX Contract, you will become legally bound to perform the contract in accordance with the terms of the Order. Following receipt of an Order, we shall subsequently transmit electronically to you a FX contract note, which will confirm the details of the Order. Once we have agreed an Order, you may not amend or cancel the FX Contract unless we expressly agree (and any such amendment or cancellation shall be on the conditions specified by us).
3. Limit order.
We may accept your instructions which include a limit order and we will use our reasonable endeavours to execute such an Order but if market conditions prevent us from executing your instruction(s) in full or at all, then we have no liability in respect thereof.
4. No Cancellation.
Each FX Contract constitutes an irrevocable and legally binding agreement by you to purchase or buy (as the case may be) the relevant currency and as such you will have no right to cancel a FX Contract. However you may prior to the Maturity Date request that we Close Out a FX Contract or enter into a further FX Contract to (as the case may be), sell the currency you agreed to buy or purchase the currency you agreed to sell.
5. Funding a Contract.
If a dispute arises between you and us relating to the existence or terms of any FX Contract (a “Disputed Contract”), we may at our sole discretion Close Out the Disputed Contract pending settlement of the dispute. We will notify you (orally or in writing) of such action as soon as practical but if we do not the validity of any action by us shall not be affected.
7. Default & Refusal to Perform.
We may at our sole discretion refuse to perform or Close Out a Contract with or without giving prior notice to you, upon or at any time after any of the following events:
9.1 you fail to make any payment when due; 9.2 An Insolvency Event occurs or you take step to or suspend payment of your debts; 9.3 you fail in any respect to fully and promptly comply with any obligations owed to us, or if any information supplied by you or any representations made by you are or become materially inaccurate; 9.4 it becomes or may become unlawful for us to maintain or to provide any of the Services or if you or we are requested not to perform or to close out a Contract (or any part thereof) by the FCA and any governmental or regulatory authority whether or not that request is legally binding; or 9.5 we consider it necessary to do so for our own protection including (without limitation) in the following circumstances: (i) protection from fraud; (ii) protection from your default; and (iii) protection from broad- based market failure. If you become aware of the occurrence of any such event or any circumstances that mean that any such event is likely to occur you must notify us immediately. If any event referred to above takes place, we shall, at our discretion, be entitled to cancel any FX Contract then outstanding and charge you with all of the costs, expenses and losses that we may incur (including any action we may take to cover or reduce our exposure). Any excess amount held by us in respect of FX Contracts shall be returned to you after deducting all other sums due to us.
8. Close Out.
Bank Account Linking
1 If the functionality is available, the Services may allow Client to link a bank account (the Linked Bank Account) to an Account. If Client chooses to do this, it will be redirected from the Services platform to the clients bank’s app or website where the Client will be informed by them of the information the Client agrees with them that they may share with Pollen (the Shared Banking Information). The Shared Banking Information will include, but is not necessarily limited to, the Clients name, your bank account number and sort code and details of the Clients bank account transactions.
2. Pollen will not store the bank account number and sort code of the Linked Bank Account, but will retain the last 4 digits of the Linked Bank Account number to enable the Client to identify that account in the App.
3. If the Client agrees to make the Shared Banking Information available to Pollen:
3.1 A representation of the Linked Bank Account will be shown in the Services Platform with the last 4 digits of the account number visible
3.2 Any new transactions made on the Linked Bank Account will be sent to and stored by Pollen
4. The Client may, at any time, revoke the Pollen access to the Linked Bank Account by using the Clients bank's app or website to remove Pollens’s permissions to access the Shared Banking Information. Such revocation of permission will not require Pollen to delete Shared Banking Information already held by Pollen.
5. The Clients bank (and not Pollen) is solely responsible for the provision, availability, security and all other aspects of the [Application Programming Interface] (the API) that will be used by the Services to access the Linked Bank Account. Pollens use of such API will be subject to the terms and conditions issued by the Clients bank.
6. If the functionality is available, the Services may also allow the Client to initiate payments from its linked bank account directly to Pollen’s escrow account by way of payment initiation. Consent may be given in writing within the relevant section of the Pollen platform.
7. Pollen will always require the Client’s consent for each individual payment initiation; at the time of writing the functionality is not available to authorise consent for multiple payments.