End user terms and conditions

Preamble:

 

These are the terms and conditions for the User Accounts and validation and AML service that we provide to Lucra Users (as defined below) (the “Lucra End User Terms”). They explain how our User Accounts and validation and AML services work and other important things that Lucra Users need to know.

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In particular, if you are a Consumer your attention is drawn to clauses 2, 4, 5, 7, 10 and 13, which explains how we facilitate Bank Account Validations, Identity Checks and AML Checks, when we may terminate or suspend the services and our responsibilities if any problem should arise. Our Lucra business service terms and conditions (“Lucra Business Service Terms”) also apply to Customer Users and Customer Users should read those Lucra Business Service Terms in conjunction with these Lucra End User Terms. In the event of a conflict between a term in the Lucra Business Service Terms and a term in the Lucra End User Terms, the term in the Lucra End User Terms shall prevail.

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To the extent that other terms and conditions apply to other services that we provide, we will notify you of those terms which should be read in conjunction with these Lucra End User Terms and, to the extent that you are a Customer User, with these Lucra End User Terms and the Lucra Business Service Terms.

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1. Introduction

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1.1 These Lucra End User Terms set out the agreement between Lucra Technologies Limited (110-120 Lancaster Road, EN4 8AL, London), a private limited company registered in England & Wales with registration number 13603786 (“Lucra”) and the Lucra Users (as defined below) who have completed the user registration process on our secure customer website (the “Lucra Platform”).

 

1.2 We will refer in these Lucra End User Terms to Lucra as ‘Lucra’, ‘we’, ‘us’, or ‘our’).

 

1.3 We are a registered agent of Yapily Connect Limited, who is authorised and regulated by the Financial Conduct Authority, with authorisation number 827001, to carry out activities relating to Account Information Services in the United Kingdom, and Yapily Connect UAB, who is authorised and regulated by the Bank of Lithuania, with authorisation number LB002045 and payment institution license No 53, to carry to carry out activities relating to Account Information Services in the European Union.

 

1.4 Lucra Users can request a copy of these Lucra End User Terms at any time, which includes all the information they are required to be provided with in connection with the Lucra Validation Services (as defined below).

 

1.5 Definitions

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In these terms:

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“Account Information Service” has the meaning given to it in Regulation 2 of the Payment Services Regulations 2017.

 

“AML Check” means the screening and monitoring of an individual or entity (which may include a Payee End User) against risk, credit and compliance databases maintained by certain Third Party Partners used to determine whether it/he/she is the target of any trade, economic or financial sanctions, embargos or similar measures imposed, enacted, administered or enforced from time to time, the subject of adverse media or is a politically-exposed person.

 

“Bank Account Validation” means a Payee End User accessing their Nominated Bank Account through Account Information Services and consenting to share with a Customer User the account holder name, transaction data, and account number and other unique identifier (e.g. sort code, BIC or IBAN) relating to such payment account.

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“Business Day” means any day (other than a Saturday or Sunday) on which banks are open for general business in London.

 

“Payee End Users” has the meaning given to such term in clause 4.1.

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“Consumer” an individual who, in contracts for payment services to which the PSRs apply, is acting for purposes other than a trade, business or profession.

 

“Covered Territory” means Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Poland, Portugal, Spain, Sweden and the United Kingdom.

 

“Customer Users” has the meaning given to such term in clause 3.1.

 

“Identity Check” means the screening and monitoring of an individual or entity (which may include a Payee End User) against risk, credit and compliance databases maintained by certain Third Party Partners used to determine whether the identity of such individual or entity is valid.

 

“Lucra Business Service Terms” has the meaning set out in Preamble B.

 

“Lucra End User Terms” has the meaning set out in Preamble A.

 

“Lucra Platform” has the meaning set out in clause 1.1.

 

“Lucra Users” means each of Customer Users and Payee End Users.

 

“Lucra Validation Services” has the meaning set out in clause 2.1.

 

“Matter” means any past, current or future transaction between a Customer User and its clients or counterparties (including Payee End Users).

 

“Matter Room” has the meaning given to such term in clause 2.2.

 

“Nominated Bank Account” means a payment account held beneficially with a financial institution in a Covered Territory by the relevant Lucra User that has been screened using Lucra and is used to make or receive payments in connection with a Matter.

 

2. Our Validation Services

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2.1 Our services provide Customer Users with the ability to perform Bank Account Validations on Nominated Bank Accounts held by Payee End Users with a financial institution in a Covered Territory and perform Identity Checks and AML Checks on individual and entities (the “Lucra Validation Services”). In consideration of the Customer User paying the applicable fees as set out in the Lucra Business Service Terms, and each Client and Counterparty agreeing to these Lucra End User Terms, we will provide the Lucra Validation Services in accordance with these Lucra End User Terms.

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2.2 In order to provide the Lucra Validation Services to Lucra Users, Customer Users must set up and maintain a virtual room on the Lucra Platform in connection with a Matter (a “Matter Room”).

 

2.3 Once we have set up and successfully created the relevant Accounts: (a) A Customer User can begin to perform Identity Checks and AML Checks on individual and entities; (b) A Payee End User can supply the requisite information required to complete a Bank Account Validation; and (c) A Customer User can begin to view the results of the Bank Account Validations, Identity Checks, and/or AML Checks and request and perform follow-up actions, if necessary.

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3. Customer Users

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3.1 Under these terms, a “Customer User” means an individual or entity who has purchased a licence to operate the Lucra Platform as a customer user and agreed to these Lucra End User Terms and the Lucra Business Service Terms by executing a purchase order.

 

3.2 To access Lucra Validation Services in connection with a Matter, Customer Users must be set up on the Lucra Platform with a Master Customer Account (as defined in the Lucra Business Service Terms) and login details.

 

3.3 By agreeing to these Lucra End User Terms, Customer Users can:

 

(a) create a Matter Room on the Lucra Platform and invite Payee End Users to join the Lucra Platform to participate in a Matter;

 

(b) request that Payee End Users complete a secure verification form (an access link is transmitted to such users via email) to consent to share their bank details; and

 

(c) initiate Bank Account Validations, Identity Checks and/or AML Checks.

 

3.4 A Customer User may not give consent for Account Information Services on behalf of a Payee End User.

 

4. Payee End Users

 

4.1 Under these terms, a “Payee End User” means a natural person or corporate legal entity that is a resident in a Covered Territory and has been invited to verify their bank account on the Lucra Platform by a Customer User, and has agreed to these Lucra End User Terms. A Payee End User may be acting in a business capacity or may be a Consumer.

 

4.2 In order to access Lucra Validation Services as a Payee End User, Payee End Users must be invited by a Customer User on the Lucra Platform.

 

4.3 Each Payee End User confirms that:

 

(a) if they are an individual, they are over the age of 18; and

 

(b) it has read and understood these Lucra End User Terms and taken professional legal advice on any areas it is uncertain about.

 

4.4 To provide our validation services in respect of Bank Account Validations, a Payee End User will need to consent to use Account Information Services to share the details of the Nominated Bank Account it wishes to use in connection with the relevant Matter.

 

5. User Registration

 

5.1 For a Customer User to use the Lucra Validation Services, a Payee End User must successfully validate a Nominated Bank Account.

 

5.2 Customer Users may screen personal or corporate details against risk, credit and compliance databases managed by Third Party Partners to carry out identity and AML Checks.

 

5.3 By using the Lucra Validation Services, all Payee End Users who are corporate entities represent and warrant that the individuals acting on their behalf have been duly authorised to do so and have access to the relevant credentials to authenticate access into a Nominated Bank Account.

 

6. Using your account

 

6.1 Customer Users may use their respective accounts solely for the purpose of effecting Bank Account Validations, Identity Checks and AML Checks. A Customer User’s login details will enable such a checks.

 

6.2 Accounts must not be used for any illegal purpose. This means that Lucra Users cannot use us or their respective Accounts for anything that might violate any laws or regulations. Where a Lucra User does so, we may then decline, cancel or revoke access to the Lucra Platform and report such information as we hold to regulators, law enforcement agencies or other appropriate bodies.

 

7. How we complete Bank Account Validations

 

7.1 Customer Users must first set up a Matter Room and invite the relevant Payee End User(s) to verify their bank account(s). As part of this process, the Customer User must provide the email addresses of each individual that has the authority to consent to share bank account details of a Payee End User (if an entity, at least one of these individuals must have access to the login credentials of that Payee End User’s Nominated Bank Account).

 

7.2 Once contact details are inputted and invitations sent out, the Payee End User(s) will receive an email with instructions on how to proceed with completing the verification form.

 

7.3 Finally, to complete a Bank Account Validation, the Payee End User(s) will select the financial institution where they hold their Nominated Bank Account(s), authenticate access into the relevant bank account and consent to sharing their data directly with the relevant Customer User. Account Information Services are provided by the following Third Party Partners (together referred to as “Yapily”):

 

(a) Yapily Connect Ltd, a private limited company incorporated and registered in England and Wales with company number 11598433 and registered address at 2 Westland Place, C/O Yapily, London, England, N1 7LP, who is authorised and regulated by the FCA with reference number 827001 to carry out activities relating to Account Information Services in the United Kingdom; and

 

(b) Yapily Connect UAB, a private limited liability company organised and existing under the laws of the Republic of Lithuania with registration number 305602679 and having its registered office at Upes str. 23, Vilnius, Republic of Lithuania, who is authorised and regulated by the Bank of Lithuania with authorisation number LB002045 and payment institution license No 53 to carry to carry out activities relating to Account Information Services in the European Union.

 

Lucra Users will contract directly with Yapily to access Account Information Services. Lucra Users must agree to Yapily’s AIS terms and conditions if they wish to use the Account Information Service to validate their bank details.

 

7.4 Save for those parties mentioned in clauses 7.3 and 7.4, all data provided by Payee End User(s) through the Lucra Platform will be shared directly with the relevant Customer User and never with any third parties.

 

8. Restrictions on services

 

8.1 We may at any time suspend or restrict a Lucra User’s ability to use its Account.

 

8.2 We may do this where, acting reasonably we feel it is necessary:

 

(a) to protect the security of a Lucra User’s Account; or

 

(b) because we are worried that there may be fraudulent, improper, unlawful or unauthorised use in connection with a Lucra User’s Account, including if we reasonably believe that any of the information a Lucra User has provided to us is incorrect or invalid.

8.3 We may also and at any time suspend or restrict a Payee End User’s ability to use Account Information Services and validate its Nominated Bank Account if we reasonably believe such Lucra User is using this account for illegal purposes or in violation of our terms and conditions and policies.

 

8.4 Where we can and it is lawful to do so we will tell a Lucra User we plan to take any of the steps above reasonably in advance, otherwise we will tell such Lucra User afterwards if it is lawful for us to do so.

 

8.5 A Lucra User may request us to remove any restrictions at any time by contacting us by phone or email (info@lucra.cc). We will remove any restrictions on a Lucra User’s services as soon as we can once the reasons for having suspended it no longer exist.

 

9. Security

 

9.1 We will always use security measures that are consistent with good industry practice when dealing with Lucra Users’ data. If we suffer a confirmed or suspected security incident which may have a financial impact on Lucra Users, to the extent legally required, we will inform such Lucra Users by email or such other method of contact which is not linked to the confirmed or suspected security incident and let those Lucra Users know what steps they can take to reduce the risk to them.

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9.2 Lucra Users must always keep their login credentials and passwords safe. If there is more than one person authorised to access the Account (such as in the case of a corporate entity), each person will be issued with their own login and password credentials. Each such person must keep their login and password secure and do what it can to make sure that no one else can use them. If a Lucra User believes that someone has gained access to its account details or personalised credentials then please tell us as soon as possible by either contacting us by phone or email. This allows us to take appropriate security steps such as to suspend the affected Lucra User’s account, investigate and, where we believe the request is genuine arrange, for the relevant Lucra User to get new credentials.

 

9.3 While the Lucra Validation Services are only available to Lucra Users who have been validated and accepted by us using our security, authentication and acceptance processes, this does not guarantee that relevant user has not misled us or the Customer User. If a Customer User has any suspicions about the veracity of a Lucra User’s details or the results of a Bank Account Validation, Identity Check and/or AML Check, it should confirm those details offline with the relevant Lucra User.

 

10. Limitations on our liability to users

 

10.1 Lucra will not be liable nor take any responsibility for the accuracy, timeliness, completeness, adequacy, merchantability or fitness for a particular purpose of a Bank Account Validation, identity or an AML Check, nor will it be liable to any Lucra User or to any third party in respect of any actual or alleged inaccuracy, untimeliness, inadequacy, merchantability or unfitness of such services.

 

10.2 Equally, if we are unable to meet our obligations to a Lucra User or perform our services due to legal or regulatory obligations or changes in such obligations that apply to us, we will not be responsible to Lucra Users for any losses or costs caused. We will however use reasonable endeavours to provide as much notice as reasonably possible to the relevant Lucra User if we consider that we will not be able to meet such obligations.

 

11. Our fees

 

11.1 The Customer User will be responsible for paying any fees due in relation to the performance of the Lucra Validation Services (the “Fee(s)”).

 

11.2 We will invoice the Customer User for any Fees in accordance with the Lucra Business Service Terms.

 

12. Your data

 

12.1 For the purposes of this clause 12, the following terms shall have the following meanings;

 

(a) “Controller”, “Personal Data”, “Processor” and “Processing” shall have the meanings set out in the Data Protection Legislation;

 

(b) “Data Protection Legislation” means all applicable privacy and data protection laws relating to the Processing of Personal Data and the privacy of electronic communications including the UK GDPR, Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; and

 

(c) “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

 

12.2 Each party acknowledge and agrees that Lucra and each Customer User will act as Co-Controllers in respect of Personal Data of Payee End Users Processed pursuant to Bank Account Validations.

 

12.3 Each party acknowledge and agrees that Lucra will act as Processor and each Customer User will act as Controller in respect of Personal Data of individuals Processed pursuant to Identity Checks and AML Checks.

 

12.4 Each party shall comply with its respective obligations under the Data Protection Legislation.

 

12.5 Please consult our privacy policy for more information about how Lucra Processes Personal Data.

 

13. Problems, disputes and complaints

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13.1 A Lucra User must contact us immediately if it thinks that something has gone wrong with its Account or is dissatisfied with the Lucra Validation Service.

 

13.2 If you would have any concerns or complaints regarding our processing of personal data please contact privacy@lucra.cc.

 

13.3. Lucra is not party to any relevant agreement between a Customer User and a Payee End User and is not responsible for resolving any disputes between such users arising in relation the relationship between the Customer User and the Payee End User and the services that the Customer User provides to the Payee End User.

 

13.4 If a Lucra User wishes to make a complaint about us, it should contact us either by calling or writing to us through our ‘contact us’ page on the Lucra Platform or by emailing info@lucra.cc. If a Lucra User is unhappy with the way in which we are dealing with its complaint then that Lucra User should get in touch with us and we will do our best to answer any questions and reach an agreement. We will send the Lucra User a full response, which seeks to address all the points raised. The Lucra User making the complaint agrees that we may send our resolution by electronic means if such user has raised it with us through electronic means, otherwise we will send such user our final response by mail if it has sent us its complaint by letter. We will normally resolve a complaint within 15 Business Days, and exceptionally within a maximum of 35 Business Days.

 

14. Maintenance and changes to these terms and conditions

 

14.1 We may make changes to these Lucra End User Terms (including our fees). We will tell Lucra Users about any changes under this section by sending a notice by email. We will give you at least 2 months' notice of any changes.

 

14.2 If we make any changes under this section, we’ll let Lucra Users know when the changes will apply to their Account(s). Lucra Users will be assumed to agree to the change unless a Lucra User tells us that it wants to close its Account before the notified changes take effect.

 

15. Conditions on use of Lucra Validation Service 

 

15.1 We will from time to time need to make changes to the services that we provide and maintain our systems and IT platforms in order to meet user requirements and needs and to ensure that we maintain an efficient service for Lucra Users.

 

15.2 We will always try to ensure that we give Lucra Users reasonable notice of this and to ensure that it causes minimal disruption to our services.

 

15.3 As part of accessing the Lucra Validation Services and the Lucra Platform, Lucra Users must not:

 

(a) use, copy, alter, adapt or create derivative works from any part of the Lucra Validation Services or Lucra Platform, carry out any decompiling or reverse engineering on or combine the Lucra Validation Services or Lucra Platform with any other material or apps, except to the extent this cannot be prevented under applicable law;

 

(b) remove or modify any copyright or similar notices, or any of our or any other branding, that the Lucra Validation Services or the Lucra Platform causes to be displayed when used;

 

(c) transmit any material that is defamatory, offensive or otherwise objectionable;

 

(d) use the Lucra Validation Services or the Lucra Platform for any unlawful purpose or to collect data on other users or to try to decipher any transmissions to or from the servers running the Lucra Validation Services and the Lucra Platform; or

 

(e) attempt to circumvent or interfere with any security features of the Lucra Validation Service or the Lucra Platform.

 

16. Intellectual property rights

 

16.1 All intellectual property rights arising out of or in connection with the Lucra Validation Services and the Lucra Platform belong to Lucra and/or its licensors.

 

16.2 Lucra Users:

 

(a) have no intellectual property rights in, or to, the Lucra Validation Services or the Lucra Platform, other than the right to use the Lucra Validation Services or the Lucra Platform in accordance with these Lucra End User Terms; and

 

(b) are not entitled to grant any rights to any third party in relation to the Lucra Validation Services or the Lucra Platform, other than as expressly set out in these Lucra End User Terms.

 

17. Confidentiality

 

17.1 Lucra and each Lucra User undertake that they shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of another party, except as permitted by clause 28.2.

 

17.2 Each party may disclose the other party's confidential information:

 

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights and carrying out the party's obligations under these Lucra End User Terms. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 28; and

 

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

17.3 Neither party shall use the other party's confidential information for any purpose other than where reasonably required to perform its obligations under these Lucra End User Terms. For the avoidance of doubt, Lucra shall be able to use the Confidential Information of a Lucra User where reasonably required in connection with the Lucra Validation Services.

 

18. Communications 

 

18.1 Other than in respect of the complaints processes set out in clause 13, we will communicate with Lucra Users by email to such details as they have registered with us or through the Lucra Platform. All communications will be in English.

 

18.2 If a Lucra User wishes to get in touch with us for any reason, it should visit the ‘contact us’ section of our website for contact details.

 

19. Third parties

 

19.1 Customer Users are not entitled to use the Lucra Validation Service to provide services to any third party that is not a Payee End User.

 

19.2 Unless expressly stated otherwise, these Lucra Service Terms do not confer any rights on any person or party (other than the parties that have entered and agreed to these terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

20. General

 

20.1 Unless you are a Consumer, these Lucra End User Terms together with any other terms and conditions we notify you of from time to time and, if you are a Customer User, the Lucra Business Service Terms, constitute the entire agreement between Lucra and each of the Lucra Users and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

 

20.2 We may assign or transfer our rights and obligations under the Lucra End User Terms to our parent company, Vandelay Holdings Limited, or another one of its subsidiaries, but will always provide you with 2 months’ written notice in advance if this happens.

 

20.3 Lucra Users may only assign or transfer their rights or obligations under the Lucra End User Terms if we agree in writing.

 

20.4 Except as set out in these Lucra End User Terms, no variation of these Lucra End User Terms shall be effective unless it is in writing and signed by Lucra and the Lucra User (or their authorised representatives).

 

20.5 If we do not insist that a Lucra User performs any of its obligations under these Lucra End User Terms, or if we do not enforce our rights against a Lucra User, or if we delay in doing so, that will not mean that we have waived our rights against such a Lucra User and will not mean that you do not have to comply with those obligations. If we do waive a default by a Lucra User, we will only do so in writing, and that will not mean that we will automatically waive any later default by such a Lucra User.

 

20.6 Each of the conditions of these Lucra End User Terms operate separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

 

21. Governing law and enforcement

 

21.1 These Lucra End User Terms and any dispute or claim arising out of or in connection with these Lucra End User Terms or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

 

21.2 The courts of England have exclusive jurisdiction to settle any disputes arising out of or in connection with these Lucra End User Terms (including a dispute relating to the existence, validity or termination of these Lucra End User Terms or any non-contractual disputes arising out of or in connection with these Lucra End User Terms) (a “Dispute”).

 

21.3 Subject to clause 21.4, by being a Lucra User, such person agrees that the courts of England are the most appropriate and convenient courts to settle Disputes.

 

21.4 If you are a Consumer and live in Scotland, you can bring proceedings in respect of a Dispute in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of a Dispute in either the Northern Irish or the English courts.