Effective From: 15th September 2022
This agreement forms part of the agreement between you and us for each account you open with us.
Telleroo Limited, incorporated and registered in England and Wales at registered office 86-90 Paul Street, London, England, EC2A 4NE with registered number 10175644. Referred to in these terms as “Telleroo”, “We”, “Our” or “Us”
Any reference to “You”, “Your”, “Member” or “Company” in this agreement, means the legal entity in whose name the Business account has been opened and any legal representative of them.
Telleroo is an agent for the below principle firm
Telleroo’s agent reference number with the FCA is 902767
You confirm that you have provided the correct information during the process of creating a Telleroo Account and that the person(s) you have selected as Telleroo Users have full authority to act on your behalf and in accordance with these Terms.
You shall bear any losses that occur due to:
The definitions and rules of interpretation in this clause apply in this Agreement.
“Agreement”
this agreement and any Schedule(s) to it.
“Authorised Partner”
Accounting firm, payroll 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 of a party to this Agreement.
“Charges”
means the charge set only in clause 10
“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 or such other web address notified from time to time which set out a description of the Services, technical installation and support information, or user instructions for the Services.
“E-Money Account”
Electronic money means monetary value issued on receipt of funds. Electronic money is a prepaid product.
“Faster Payments”
Faster Payments is an electronic payment system to send bank payments in seconds instead of three working days.
“FCA”
Financial Conduct Authority
“Minimum Volume Transaction Fee”
£5.00 a month for any active account with no transactions in a given month.
“Normal Business Hours”
9.00 am to 5.00 pm local UK time, each Business Day.
“Payee”
A individual or businesses details who 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”
referring to the act of creating payments, regardless of the payment, file import or submitted by an authorised third party.
“Payments”
payments by you using the Services. If not stated otherwise referring to UK Faster Payments.
“Pay Run”
Combining one or more individual payments into one aggregate value, including total amount and number of payments.
“Payment Information”
any information provided to Telleroo in connection with a Payment including but not limited to information relating to payment amounts, bank details, references, etc.).
“Periodic Review”
A review conducted by Telleroo at periodic intervals throughout the agreement. The frequency varies depending upon Telleroo’s internal risk appetite.
“The Principal Firm”
A firm that is authorised for certain activities in the UK.
“Services”
the services made available under this Agreement, as described in clause 5.
“Software”
the online software applications provided by Telleroo as part of the Services.
“Sub-processor”
a person or entity subcontracted by you to process your data in accordance with your obligations under or in connection with this Agreement.
“Subscription Term”
has the meaning given in clause 8.
“Transaction”
A payment to an entity through the Telleroo account.
“Telleroo account”
Your electronic money account for the purpose of using the Service.
“Telleroo platform user”
Anyone who you give access to Telleroo and its services.
“Virus”
anything 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 re-arranging, 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”
the data, including Payment Information, inputted by you and/or its Authorised Users into the Service.
If you have any questions or a complaint about this Agreement, Privacy Notice or services, please check our Frequently Asked Questions (“FAQ”) or get in touch with us:
We may contact you through the app, LiveChat, email, telephone or in writing at the registered office address for the company. Any communications or documents from us will be in English, including this Agreement and our Privacy Notice.
Telleroo is acting as an Agent for Moorwand and PayrNet. Both Moorwand and Payrnet act as the authorised electronic money institution and are our principal firms. Signing up for a Telleroo account means your funds may be held under one of these principal firms.
Telleroo has been appointed as an Electronic Money Agent of Moorwand Ltd who are FCA regulated for the purposes of distributing and redeeming E-Money and providing Payment Services on behalf of its principal Moorwand Ltd.
Telleroo and the principal firm are subject to the Payment Services Regulations 2017. These regulations regulate how payments must be transmitted and provide protection when you send money.
If you require further information on the status of Telleroo as an EMD Agent, details are available on the FCA’s website www.fca.org.uk.
Your Telleroo E-Money Account is an account in which Electronic Money in GBP is stored in exchange for the principal firm receiving the corresponding funds on your behalf.
When Electronic Money is stored in one of your Telleroo E-Money Accounts, Telleroo or The principal firm holding the funds corresponding to the Electronic Money is not the same as a bank holding money for you in that:
All corresponding funds are held at a Banking Institution authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
Telleroo shall, during the Subscription Term, provide the Platform Services and make available the and subject to the terms of this Agreement.
Telleroo may from time to time make modifications to the Platform Services (including, without limitation, the Software) and deploy updates or upgrades to the Platform Services, provided that the modified and updated services are of a substantially similar functionality to the Platform Services as at the date of this Agreement.
Telleroo shall use reasonable endeavours to make the Platform Services available 24 hours a day, seven days a week, subject to the following:
Save as otherwise agreed by the parties in writing, the Platform Services shall not include any work by Telleroo to integrate your systems with the Platform Services. Telleroo shall provide in the Documentation details of the application programming interface for the Platform Services.
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.
The Telleroo Platform is our portal where Telleroo Platform Users can submit payment instructions through:
Your Telleroo account can be used for making Faster Payments.
Funds can be added to your Account via Faster Payments, Bacs, or CHAPS payments.
Payment into your Account may not be added if:
If any of the above applies Telleroo may return funds to the originating account.
Telleroo may stop any incoming or outgoing payment if there is any suspicion of misconduct or account usage outside of set boundaries. Upon creating the account you need to provide expected monthly volumes in predefined categories, such as payroll or supplier payments. A payment may get stopped if:
If Telleroo blocks a payment under 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 has security reasons to do so. In the event this was to happen, Telleroo is not liable for any loss this may cause.
To make a Faster Payment from your account, you need to provide the payee name, account number, and sort code. Telleroo requires you to select between individual and business payees. It is mandatory to provide:
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 it has not yet been processed by Telleroo. Once a payment has been processed it isn’t possible to cancel anymore.
If a payment is sent to the incorrect recipient or for the incorrect amount. A payment recall attempt can be started if the following caveats are met.
Telleroo accepts no responsibility for the success of any payment recall attempt.
Registration for the Service must be completed on the registration page of http://www.telleroo.com/ or by such other method as directed by Telleroo. All information provided is your data. Telleroo may, in its sole and absolute discretion, refuse access to the Service because of inadequacy or incompleteness of the information provided (including, without limitation, any inadequacy of any “know your business” information provided) or if Telleroo determines that provision of the Services may constitute a breach of applicable law or regulation or adversely affect the reputation of Telleroo. You must provide current, complete and accurate information for all required elements. If any data provided for registration or “know your business” purposes change, you must notify Telleroo of such change as soon as possible.
If you have given permission to an authorised partner (ie. your accounting firm) to create or authorise payment submissions on your behalf:
If you have given permission for Telleroo to add bank details to a payee, it is your responsibility to ensure these are correct.
Telleroo undertakes that the Services will be provided in accordance with applicable laws and regulations, good industry practice, substantially in accordance with the Documentation and with reasonable skill and care.
The undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Telleroo’s instructions, or modification or alteration of the Services by any person other than Telleroo or Telleroo’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking at clause 7, Telleroo will, at its expense, use reasonable endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance, provided that such alternative means are substantially similar to the Services.
Without prejudice to the foregoing, Telleroo:
This Agreement shall not prevent Telleroo from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services that are similar to those provided under this Agreement.
Telleroo warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
This Agreement shall commence on the date of your registration under clause 6 and shall continue until terminated under this clause (“Subscription Term”).
Telleroo can terminate this agreement anytime:
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
Telleroo shall be entitled to terminate or temporarily suspend the performance of this Agreement immediately upon written notice to you in the event that Telleroo’s agreement with the principal firm is terminated or the continued performance of this Agreement would result in a breach of any applicable law or regulation.
On termination of this agreement for any reason:
To close your account, the following steps need to be observed:
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.
The fees charged by Telleroo for use of the Telleroo platform are based upon either:
Fixed and Variable Pricing
Fixed Pricing
A charge of £25 will be levied for any payment into your Telleroo account paid via CHAPS.
Telleroo charges aren’t deducted directly from your Telleroo account. Instead, you will receive a monthly invoice for the preceding month.
Billing is done via Direct debit, and a received invoice is payable within 10 working days.
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.
We may change any of this agreement, including Charges, or introduce new terms. If we make any changes, we will give thirty (30) days’ prior written notice to you by email or in-app.
If we change these terms and conditions, the new terms and conditions will be available at www.telleroo.com/terms-and-conditions from the date the change takes place.
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.
Between receipt of the notice and the proposed date of the change, if you notify us that you do not accept the change, this agreement will terminate immediately and subject to Clause 9 you can redeem your total balance.
Changes that make these terms and conditions more favourable to you may at Telleroo’s discretion come into effect immediately after relevant notice.
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.
Who can complain? Anyone who is:
What happens next?
If you are not happy with our response, you can escalate your complaint to the Financial Ombudsman iif you meet the below criteria
You can contact the Financial Ombudsman via the below details:
It is your responsibility that the initial account setup is done by a statutory director on Companies House or equivalent if you are a limited company.
Telleroo may restrict or refuse to authorise any use of your account including payments if using the account is causing or could cause a breach of this Agreement or if Telleroo has reasonable grounds for suspecting that you or a third party has committed or is about to commit a crime or other abuse in connection with the Account.
You must not disclose your Telleroo login credentials to a third party unless this is an authorised provider by Telleroo.
You will be liable for all transactions that take place as a result of you acting fraudulently or failing to comply with this Agreement with intent or gross negligence. Any such transactions and any fees and charges relating to such transactions will be deducted from the Available Balance on your Account.
It is your responsibility to keep Telleroo updated of changes to your business information, such as any significant changes of ownership or changes in directorship at least once a year.
Subject to the restrictions set out in this clause and the other terms and conditions of this Agreement, Telleroo hereby grants to you a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for your payments.
You shall not
If you are in breach any of this clause or Telleroo reasonably suspects that such a breach has occurred or is likely to occur, Telleroo has the right without liability or prejudice to its other rights, to immediately disable your access to all or part of the Services and to suspend any pending Payments, and to remove any content on the Services in each case as it deems necessary in its absolute discretion to address the breach or anticipated breach.
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, shall promptly notify Telleroo.
You shall ensure that each Authorised User shall keep a secure password for use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential. You shall be responsible for all uses of the Service via any access credentials issued to you or any Authorised User.
The rights provided under clause 7 are granted to you only, and shall not be considered granted to any subsidiary or holding company of yours or any subsidiary of such holding company.
You shall maintain records in accordance with good industry practice in connection with the performance of the Agreement and use of the Services and Telleroo and the FCA shall each be entitled to audit such records from time to time to the extent required by law.
For the purposes of this Agreement, "Personal Data", "Data Controller", "Data Processor", “Data Subject” and "Process" shall have the meaning given by the Data Protection Law.
The Parties agree and acknowledge Telleroo as a Data Controller in respect to AML (Anti-Money Laundering) obligations and the Data Processor in respect of the Payments Processor.
Telleroo will process your Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments, including but not limited to the Data Protection Law.
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 without undue delay 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.
During the term of the Agreement and for 5 (five) 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 its own cost, an independent auditor.
Telleroo shall not be responsible for any loss, destruction, alteration or disclosure of your Personal Data and Personal Data of your employees caused by any third party.
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.
Telleroo will process your Personal Data only to the extent, and in such a manner, as is necessary for this Agreement and in accordance with your written instructions from time to time and will not process your Personal Data for any other purpose. Where Telleroo is required by law to process your Personal Data, Telleroo will promptly inform you of such legal requirement prior to carrying out the processing, unless it is prohibited from doing so by law.
Telleroo will ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of your Personal Data and against accidental loss or destruction of, or damage to, your Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymisation and encrypting your Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to your Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.
Telleroo will ensure that all personnel who have access to and/or process your Personal Data have undertaken training in the laws relating to handling Personal Data and are obliged to keep your Personal Data confidential. Telleroo will not transfer your Personal Data outside the UK and the European Economic Area unless the following conditions are fulfilled:
Where the safeguards referred to in clause 13 above cease to be valid under the Data Protection Law, Telleroo will work with you to put in place an alternative solution, such as International Data Transfer Agreement (IDTA).
By accepting this agreement, you give us general authorisation for the engagement of sub-processor(s). The list of sub-processors known as “Supplier Competency and Credentials Register” is available upon request.
Our Supplier Due Diligence Process includes the following particulars:
The responsibility for monitoring and verifying the accuracy of Payment Information belongs solely to you. Telleroo shall have no liability as a result of any Payment duly processed out in accordance with the Payment Information provided.
Where invoice scanning has been made available to you by Telleroo, in using this software, you permit Telleroo to share relevant information with our subprocessors. The invoice information is not stored by our subprocessors unless an error is encountered which means the data may be reviewed then deleted within 30 days.
Telleroo shall be entitled to monitor your Account Activity and your Authorised Users Activity for the purposes of performing and monitoring compliance with this Agreement, and also to generate aggregated information about the usage of the Services which Telleroo may use to improve the Services and for other business purposes.
You shall defend, indemnify and hold Telleroo, its officers, directors and employees harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation:
In the defence or settlement of any claim, Telleroo may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 30 days’ written notice without any additional liability or obligation to pay damages or other additional costs.
In no event shall Telleroo, its employees, agents and sub-contractors be liable to you under clause 15 or otherwise to the extent that the alleged infringement is based on:
This clause state your sole and exclusive rights and remedies, and Telleroo’s (including Telleroo’s employees', agents' and sub-contractors) entire obligations and liability, in connection with any actual or alleged infringement of any patent, copyright, trademark, database right or right of confidentiality or any other intellectual property right but no other right or obligation.
You can instruct a third-party provider to access information on your E-Money Accounts or make payments from your E-Money Accounts online as long as it is open and transparent about its identity and acts in line with the relevant regulatory requirements. We will treat any instruction from a third-party provider as if it were from you.
We may refuse to allow a third-party provider to access your account if we are concerned about unauthorised or fraudulent access by that third- party provider. Before we do this, we will tell you and explain our reasons for doing so, unless it is not reasonably practicable, in which case we will tell you immediately afterwards. In either case, we will tell you in the way we consider most appropriate in the circumstances. But we won't tell you if doing so will compromise our reasonable security measures or otherwise be unlawful. We may make available to a third-party provider a specific means of accessing your E-Money Accounts. If we do, and it tries to access your E-Money Accounts by a different way, we may refuse to allow that access.
If you think a payment may have been made incorrectly or is unauthorised, you must tell us as soon as possible even where you use a third-party provider.
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
Telleroo may disclose Confidential Information to our Principle Agents, its sub-contractors, agents and other representatives as reasonably required to provide the Services.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, the FCA) or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as reasonably possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 17, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
Telleroo acknowledges that your Personal Data and Payment Information is confidential.
No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Force majeure: Neither party will have liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the affected party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, but always excluding a) any act or omission arising as a result of a failure by Telleroo to have in place and implement adequate disaster recovery and business continuity plans and procedures and b) failure of sub-contractors and suppliers (except to the extent they suffer from a similar event of force majeure), provided that the non-affected party is notified of such an event and its expected duration.
Conflict: If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.
Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies: Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance: If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. Or, if any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Entire agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
Assignment: We may, without your prior written consent,, assign, transfer, charge, sub-contract (except as stated in this Agreement) or deal in any other manner with all or any of its rights or obligations under this Agreement.
No partnership or agency: Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights: This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. The parties may amend or terminate this Agreement without the consent of any third party.
Notices: Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
Any notice shall be deemed to have been received:
Governing law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
