• “Agreement” this agreement and any Schedule(s) attached to it.
• “Authorised Partner” accounting firm, payroll software, expense software, bookkeeping software, or accounting software.
• “Authorised Users” your employees, officers, agents and independent contractors who are authorised to use the Services and the Documentation.
• “Business Day” a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
• “Confidential Information” information relating to the business or affairs or Authorised Users of a party to this Agreement.
• “Charges” means the charges set only in the “Account Charges” section.
• “Convert and Send” means changing GBP funds from your E-Money account to another currency, with approval to send money to the intended recipient.
• “Consumer Price Index” or “CPI” means the average change from month to month in the prices of goods and services as calculated and published from time to time by the Office of National Statistics.
• “Data Protection Law” means any data protection legislation from time to time in force in the United Kingdom including, but not limited to, the Data Protection Act 2018, any legislation which succeeds that Act, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”), any other directly applicable European Union data protection or privacy regulations (for as long as, and to the extent that, the law of the European Union has legal effect in the United Kingdom), and, where applicable, guidance and codes of practice issued by any relevant data protection supervisory authority or authorities.
• “Documentation” the documents made available to you online via www.telleroo.com which set out a description of the Services, technical installation and support information, or user instructions for the Services.
• “E-Money Account” means an account that holds electronic money, the latter being a monetary value issued on receipt of funds. Electronic money is a prepaid product. Unlike credit provided through a credit card, the e-money account enables the customer to pay for the spending power in advance.
• “Faster Payments” Faster Payments is an electronic payment system that facilitates real-time payments of up to £1m.
• “FCA” Financial Conduct Authority. 
• “Intellectual Property Rights” means copyrights, trademark rights, patent rights, trade secrets and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of which law or country such rights arise.
• “Normal Business Hours” 9.00 am to 5.00 pm local UK time, each Business Day.
• “Payee” an individual or business that could receive funds from Telleroo.
• “Payment Information” information provided by you in relation to Payments, including, without limitation, payee account names, account numbers, sort codes, amount to be transferred, denominated currency and payment date.
• “Payment Services” payment service means a transaction carried out through our Online Services.
• “Payment Submission” the process of creating any payment, regardless of whether through file imports or submissions by an authorised third party. 
• “Payments” payments made by you using the Services. If not stated otherwise these refer to UK Faster Payments. 
• “Pay run” Merging several individual payments into a single total, which includes the overall amount and the count of payments.
• “Periodic Refresh” Telleroo conducts account reviews at regular intervals during the agreement. The frequency of these reviews depends on Telleroo’s internal risk appetite.
• “Safeguarding” a requirement for e-money issuers to protect their customers' funds by holding them in a separate account or trust arrangement. This ensures that if the e-money issuer were to become insolvent, customer funds would not be at risk of being lost or used to pay the issuer's debts.
• “Services” (singular form and non-capitalised included) the services made available under this Agreement, as described in the “Telleroo Platform Services” section.
• “Software” is the online software application provided by Telleroo as part of the Services.
• “Sub-processor” a person or entity subcontracted by Telleroo to process your data in accordance with your obligations under or in connection with this Agreement.
• “Subscription Term” the amount of time that a subscription lasts.
• “Transaction” a payment to an entity sent through the Telleroo account.
• “Telleroo account” your electronic money account for the purpose of using the Service.
• “Telleroo platform user” anyone to whom you give access to Telleroo and its services.

• “Virus” any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
• “Your Data” is the data, including Payment Information, inputted by you and/or Authorised Users into the Service.
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• Telleroo will not use the funds received in exchange for Electronic Money that has been issued to lend to other persons or entities. 
• Electronic Money will not accrue interest for the user. 
• Electronic Money is not covered by the Financial Services Compensation Scheme.
• It is not permitted to have a negative account balance.
  

In the event of Telleroo becoming insolvent, an insolvency practitioner would be appointed to return the funds we have safeguarded to customers. This means you would get most of your money back, except for the costs deducted by the insolvency practitioner for distributing the money to our customers. In addition, due to the insolvency process, it could take longer for money to be returned to you than if the account were held by a bank.In the event of Telleroo or Moorwand becoming insolvent, an insolvency practitioner would be appointed to return the funds we have safeguarded to customers. This means you would get most of your money back, except for the costs deducted by the insolvency practitioner for distributing the money to our customers. In addition, due to the insolvency process, it could take longer for money to be returned to you than if the account was held by a bank.
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Telleroo Platform Services

Telleroo provides financial technology services allowing users to submit payment instructions through:

• Pay run submission via file import.
• Pay run submission by an authorised third party, such as an accountant
• Pay run submission by authorised partners, such as payroll or accounting platforms.
• Payment submitted via Telleroo’s API.

Telleroo also provides invoice and payment verification services through:

• Confirmation of payee checks for new and updated payees for domestic payments not submitted via our API.
• Flags on new and updated recipient bank details and name.

Platform users, depending on their permission, can also:

• See all payments made.
• Add, or remove users.
• Connect Telleroo to integrated accounting, payroll or expense platforms.
• Give users permission to submit and approve payments on the company's behalf.
• View the balance and currency of the Electronic Money you hold in your Telleroo E-Money Account.

When you choose to connect your Telleroo account with your accounting and/or payroll/expense/other software: 

• You authorise Telleroo to import your account records from accounting software to Telleroo, including payment details.
• You authorise Telleroo to share your Telleroo account records with the accounting software, including payment details.Telleroo will, as part of the Platform Services, provide you with standard customer support services during Normal Business Hours, Monday to Friday, 9am until 5pm, excluding UK Bank Holidays.
  
• You accept that the data in the accounting software is governed by the accounting software’s standard terms.
  
• Your credentials will be encrypted, and Telleroo will never store your password.
  

You can actively choose to:

• Sync Bills – Show all unpaid invoices from your accounting software in Telleroo automatically
• Sync Payroll – Sync payroll payments into Telleroo after posting in your accounting or payroll software
  

If you choose to sync bills and payroll data, you grant Telleroo access to:

• Business details (name, address, contact details)
• Invoice details (branding themes, invoice amounts, supplier contact details)
  

If you do choose to integrate accounting software with Telleroo:

• We will only access data essential for synchronisation. 
• You have full control and can enable or disable access anytime. 
  
• If access is enabled, data processing is based on contract performance (Art 6(1)(b) UK GDPR), with statutory retention periods applying.
  
• There will be no charge for this connection.
  
• The accounting software may receive a commission from Telleroo for facilitating it. By allowing the integration, you are consenting to Telleroo paying such commission.
  

Telleroo shall use reasonable endeavours to make the Platform Services available 24 hours a day, seven days a week, subject to the following: 

• Downtime may occur during planned maintenance undertaken by Telleroo, which Telleroo shall use reasonable endeavours to carry out during a daily maintenance window of 10.00 pm to 2.00 am UK time, exception occurs during cases of Force Majeure.
• Telleroo will, as part of the Platform Services, provide you with standard customer support services during Normal Business Hours, Monday to Friday, 9am until 5pm, excluding UK Bank Holidays. 
  

Using your Telleroo Account

Registration for the Service must be completed on the registration page of http://www.telleroo.com/ or via an invite from a verified Telleroo partner. The account sign-up request must be approved by one of the company’s statutory directors or VAT Registered Sole Trader.

• Users must provide accurate and complete information during the registration process.
• Users must inform us of the significant changes in ownership or control.
• Users are responsible for maintaining the confidentiality of their account credentials.
• Users must notify Telleroo as soon as practically possible of any known unauthorised use or suspected breach of security.

Telleroo may refuse access to the Service for the following reasons:

• Business Activity, Location, Reputation or Anticipated Account usage is Outside Telleroo Risk Appetite.
• Inadequacy or incompleteness of the information provided.
• Compliance Reasons.

Once the account is set up, the signing director is automatically assigned as an Admin. Company Admins can create other roles and assign them to users: 

• Viewer: Can view past transactions and pay runs made. 
• Creator: Can create pay runs that require approval.
• Approver: Can approve pay runs awaiting approval.
• Dual Approver: Can approve pay runs awaiting dual approval. 
• Admin: Can administer the Telleroo account and add/edit users.
• Bank Details Manager: Can use our Telleroo technology to scan bank details off invoices.

Accountancy or Partner Admins can create other roles and assign them to users:

• Viewer: Can view past transactions and pay runs made. 
• Creator: Can create pay runs that require approval.
• Approver: Can approve pay runs awaiting approval.
• Reviewer: Can review pay runs awaiting review.
• Admin: Can administer the Telleroo account and add/edit users.
• Bank Details Manager: Can use our Telleroo technology to scan bank details off invoices.
• Manager: Can assign reviewers.

Your Telleroo account can be used for making Faster Payments in GBP, SEPA Payments in EUR, ACH in USD and other currencies in local payment processing methods, along with outbound payments via the SWIFT network.

Please refer to the Telleroo Help Centre for processing times and payment methods. You can top up your account via bank transfer or Open Banking using your business bank account. Open Banking top-ups are facilitated through our integration with Yapily Connect LTD, an FCA-authorised Authorised Payment Institution (FRN 827001). By using this service, you agree to the Yapily Terms of Service and Privacy Notice. Telleroo’s role is limited to integrating with these services to enhance your payment experience.

The account can also be funded by a related party such as the Parent Company or a Shareholder.

To make a Payment from your Telleroo account, all required fields must be populated with the relevant data. The payee field should have the registered name of the receiver, either:

• Full name of the person you are sending money to.
• Registered Business Name of the Entity you are sending money to.

If the payee's name does not match or any of the following criteria apply, the transaction may be delayed by up to 4 days. Telleroo may stop any incoming or outgoing payment if it does not follow the correct format or for other compliance reasons:

• Potential name match against sanctioned party
• High-Value payment requiring documentation
• Payment to the new payee without confirmation of the account name 
• Unusual activity on the account 
• Other Compliance and Operational reasons 

If Telleroo blocks a payment due to any of the above, you will be contacted as soon as possible or in advance if possible to explain why we have refused to process the payment, unless Telleroo is prohibited by the law or security reasons to do so. In the event of this happening, it is your responsibility to ensure correct payee account details and payment amounts are provided when making any payment. You are responsible if you give us incorrect instructions or mistakenly instruct us to process the same payment more than once.

You can cancel any payments up to the point they have not yet been processed by Telleroo.

Once a payment has been processed, there is no way to cancel it.If a payment is sent to an incorrect recipient or for an incorrect amount, a payment recall attempt can be started if the following caveats are met:

• The payment has not been automatically returned to the sender.
• Every attempt has been made by you to contact the recipient of the money to organise a return of any unwarranted money.
• The amount in question is greater than £25.00.
• You complete and provide Telleroo with any required information in a format of Telleroo’s choosing. 

We will try to help you recover the funds, but Telleroo accepts no responsibility for the success of any payment recall attempt.

In any circumstance, no refund will be issued if there has been any fraudulent activity on your part or if you didn’t take reasonable care in the protection of your login details. This includes but is not limited to situations where you did not keep your phone or security details safe, you were very negligent in keeping them secure, or you shared your password. 

If you fall victim to an Authorised Push Payment (APP) fraud, you have the right to be reimbursed under certain conditions. To understand your rights and the scope of the reimbursement process, please visit Telleroo’s App Fraud Reimbursement page.

Depending on your service and location, and potentially other compliance-related criteria, we will regularly inquire if there has been any change to your corporate structure and to your financial standing. The Telleroo compliance team will update the information we have from you to make sure our services remain suitable and to check if there have been any changes to your company (“Periodic Refresh”). If we don’t receive confirmation that your information is up to date or details of any changes within a reasonable timeframe, we won’t be able to continue providing you with our services.
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Account Charges

The fees charged by Telleroo for the use of the Telleroo platform are based upon:
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Pricing

• Your account is subject to a monthly subscription fee that is dependent on the number of transactions made in that calendar month. The fees are available upon request.
• You will be charged based on the number of transactions you make each month, and any unused payments cannot be carried over to the following months.
• The transactions count as all payments sent out of your Telleroo account via a local payment method, e.g. Faster Payments for GBP, SEPA for EUR and ACH for USD.
• An extra charge is payable for all outbound payments via the SWIFT network.
• You will always be charged a subscription fee based on the number of transactions you make in a given month, regardless of the fee from the previous month.
• A charge of £25 will be levied for any payment into your Telleroo account paid via CHAPS.
• A charge of £15 will be levied for any outbound payment from your Telleroo account via SWIFT.
  

Telleroo charges aren’t deducted directly from your Telleroo account. Instead, you will receive a monthly invoice via email for the preceding month. Billing is done via Direct Debit, and upon receipt, the invoice is payable within 10 days. If you wish to change the email we send invoices to, please contact us at support@telleroo.com to request this.

For any dispute regarding the number of transactions carried out, Telleroo’s record of transactions will be classed as definitive and correct.

All charges should be paid whilst the dispute is ongoing and both parties will act in good faith to resolve the issue in question. Any unpaid, undisputed amount will accrue interest at a rate of 3% above the Bank of England base rate.
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Annual Price Review

• Annual Price Increases: The prices for our services are subject to an annual increase, effective from the 1st of April each year. The increase will be up to a maximum value of the Consumer Price Index (CPI) as published by the Office for National Statistics (ONS) for September of the previous calendar year, plus an additional 5%.
• Notification of Price Increase: We will notify you of any price increase in writing no later than the 1st of January each year. The new prices will apply from the 1st of April.
• Right to Terminate: If you do not agree with the price increase, you may terminate your subscription in accordance with our Termination terms and close your account prior to 1st of April each year.

We reserve the right to review and amend charges outside of the Annual Price review as may be communicated to you with at least 2 months' notice of any change taking effect. 

Privacy and Data Security

Telleroo respects user privacy, follows a Privacy Policy and applies technical and organisational measures in line with GDPR as outlined in our Trust Centre. You can find links to both the Privacy Policy and Trust Centre at the footer of the website. Users are responsible for maintaining the security of their devices and account information.

The parties agree and acknowledge that Telleroo acts as a Data Controller in respect to AML (Anti-Money Laundering) obligations and as a Data Processor in respect of payments. Telleroo will process personal data in compliance with all applicable laws and regulations and the Data Processing Agreement.

While engaging with Sub-Processors for the purposes of carrying out specific processing activities, Telleroo will ensure that there is a written contract in place with the relevant Sub-Processor and appropriate technical and organisational measures are applied to ensure the protection of the rights of the data subjects.

You acknowledge that Telleroo may disclose the submitted data to its employees, subcontractors (including third-party suppliers), agents, Principal firm, and employees of the Principal firm when Telleroo reasonably considers it necessary:

(i) for the performance of Telleroo's obligations to provide services
(ii) for compliance with applicable law; and
(iii) to defend any actual or possible legal claims

Telleroo may engage with Technology Suppliers for the provision of services. Our Supplier’s Due Diligence Process includes the following particulars:

• Suppliers should comply with the industry’s IT security practices comparable to the ISO/IEC 27000 series.
• Suppliers should regularly perform internal audits or engage an appropriately accredited third party that follows good industry practice or use other security checks to carry out security scans, such as penetration testing, to assess the effectiveness of the Supplier's cyber and information technology security measures.
• Suppliers should provide us with information about their server location and the safeguards applied.

Telleroo will promptly notify you if it becomes aware of any unauthorised or unlawful processing, loss of, damage to, disclosure of, access to or destruction of your Personal Data (“Data Breach”) and provide you with full cooperation, information and assistance in respect of any Data Breach.

Any sharing of Personal Data with third parties, such as insolvency services, enforcement agencies or regulators such as the FCA, ICO and NCA, will be carried out under lawful bases and in accordance with data protection principles. These parties engaging with Telleroo will be required to complete a Data Sharing Form to document the lawful purpose, scope, and safeguards for the transfer or exchange of Personal Data (in line with ICO guidance).

Telleroo will not transfer your Personal Data outside the UK and the European Economic Area unless the following conditions are fulfilled:

• The transfer is carried out in compliance with the UK-US Data Bridge framework.
• Telleroo has provided appropriate safeguards in relation to the transfer.
• Telleroo complies with the Data Protection Law by providing an adequate level of protection to any of your Personal Data that is transferred.
• Telleroo complies with reasonable instructions notified to it in advance by you with respect to the processing of your Personal Data.

You shall own all rights, title and interest in and to all of your Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your Personal Data.

If you become aware that the personal data transferred or received is inaccurate, or has become outdated, you shall inform us as soon as possible so Telleroo can rectify the data. Telleroo will promptly comply with any request requiring you to amend, transfer, return or delete your Personal Data unless otherwise required by law. Individuals can exercise their right to request a copy of the personal data Telleroo holds about them and to receive supplementary information about how it's being used by completing the Data Subject Access Rights Form. Please see our Privacy Policy or email compliance@telleroo.com for further information.

During the term of the Agreement and for a period of no less than 7 (seven) years thereafter, Telleroo may, upon reasonable notice, provide to an Auditing Body unrestricted rights of inspection, access and audit to your information. You may choose to conduct an audit by yourself, to mandate, at your own cost, an independent auditor.
For specific data retention cycles, please email compliance@telleroo.com.

We sometimes use artificial intelligence (AI) to help deliver our products and services and to support the purposes described in the Privacy Policy. For example, AI might help us answer customer questions, make smarter business decisions, or improve our marketing. Whenever you’re interacting with an AI system, we’ll let you know or it will be obvious.
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How to Complain

We try our best to get things right but sometimes things do go wrong. If you would like to make a complaint, please get in touch and we will look into this for you.

You can raise a complaint by contacting Telleroo via the below.

• through our LiveChat function at telleroo.com
• by email to complaints@telleroo.com
• by calling our customer service team on +44 (0) 203 6334 810
• via in-app support on the web and mobile versions of Telleroo
• By writing to: Telleroo Limited, St Mary's Court, Amersham, Buckinghamshire, England, HP7 0UT

For more details, please see our Complaints Procedures at Telleroo.com.
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Limitation of Liability

Telleroo is not liable for any direct, indirect, incidental, special, or consequential damages resulting from the use or inability to use the Platform.

You expressly understand and agree that Services are provided “as is” and “as available” and are provided without any representations or warranties of any kind. No advice or information obtained from Telleroo will create any warranty.

Intellectual Property

Each party retains all Intellectual Property Rights to their products. Telleroo exclusively and unrestrictedly retains ownership of the Intellectual Property Rights in its Services. Telleroo grants you a non-exclusive, non-transferable right to access and use the Platform and Services according to the terms of this Agreement.

You shall not (i) licence, sub-license, sell, resell, lease, transfer, assign, distribute or otherwise make the Services available to any third party, other than to the Authorised Users; (ii) modify, copy or create any derivative works based on the Service; (iii) reverse engineer or decompile the Service or any part thereof unless demonstrably permitted by applicable law; (iv) copy any features, functions, interfaces or graphics of the Service or any part thereof; or (v) use the Service in any manner that exceeds the scope of use permitted herein.

By entering into this Agreement, you grant Telleroo the right to use your brand name or logo on our website, social media and in our marketing materials for the sole purpose of identifying you as our customer, where appropriate links to your website will be included. You can remove any permission granted to us for the use of your logo, brand name or other trademark at any time by emailing compliance@telleroo.com.

We welcome any of your inputs, including but not limited to: suggestions, enhancement requests, recommendations or other feedback relating to the Services. You grant Telleroo, free of charge, the worldwide, irrevocable right to use or incorporate your inputs, and they will become our property. Telleroo shall have no obligation to implement the above input.

Confidentiality

Confidential Information includes (a) the platform’s source code; (b) your data (uploaded or shared via communication); (c) any business or technical information shared by both parties; and (d) anything that would reasonably be considered confidential based on its nature or context.

Neither party can use or share the other’s Confidential Information outside this Agreement, unless they have written permission of the disclosing party or it is required by law. If the receiving party is required to disclose and if permitted by law, the disclosing party will be notified.

Confidential Information doesn’t cover anything that (i) is public or becomes public without breaking obligations in this Agreement; (ii) was demonstrably already known before disclosure; (iii) was demonstrably independently developed; (iv) is received from a third party without the latter breaching confidentiality obligations; (v) is required to be disclosed by law, provided the receiving party notified the disclosing party and reasonably assist in seeking protective order, to the extent legally possible. Personal data will be handled as agreed in the privacy policy, even if it’s publicly available elsewhere.

Termination

Telleroo reserves the right to terminate or suspend user accounts at its discretion, for reasons including:

• Immediately for compliance reasons.
• As per your confirmation, the account is no longer required.
• With 2 months' notice for other reasons such as debt, breach of Telleroo’s Terms and Conditions, or unreasonable behaviour.

You can close your account at any time.

To close your account, the following steps need to be completed:

• The balance in the E-Money account is zero (£0.00).
• Disconnect any automatic feeds between the Telleroo platform and any third-party software.
• You must submit a request to close your account using the online form found in Telleroo’s help centre at https://help.telleroo.com/en/articles/5989183-closing-account  or any other approved method as designated by Telleroo.
• You must pay any outstanding charges owed to Telleroo.

Your account will be closed when all of the above steps have been fulfilled. Failure to do so may result in you continuing to be charged for the use of the Telleroo Platform.

Changes to Terms

Telleroo reserves the right to update or modify these terms and conditions at any time. If we make any changes, we will give you two months' written notice by email or in-app. You will be deemed to have accepted any change to these terms and conditions unless you notify us of any objection before the proposed date of the change. In that case, we’ll close your account without charge before the changes come into effect, and you'll need to settle any outstanding charges.

If we change these terms and conditions, the new terms and conditions will be available at www.telleroo.com/terms-conditions from the date the change takes place.

Changes that make these terms and conditions more favourable to you may, at Telleroo’s discretion, come into effect immediately after relevant notice.

Governing Law

These terms and conditions are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.
By using the Telleroo Platform, you acknowledge that you have read, understood, and agreed to these terms and conditions.

If you have any questions or concerns, please contact Telleroo at compliance@telleroo.com.