1. GENERAL
These Terms and Conditions ("Terms") form an agreement between you and Volopay Limited ("Volopay", "Company", "we", "us" or "our") governing your access to and use of the Volopay platform ("Platform") and the products and services made available through the Platform ("Services"). Volopay Limited is registered in England and Wales under company number 16664170, with its registered office at Forma House, 40 Bowling Green Lane, London, United Kingdom.
The Services may include corporate card management, expense management, spend controls, approvals, reporting, accounting integrations and other functionality made available through the Platform from time to time.
For the United Kingdom Card Programme, the relevant regulated card and payment services are provided by Pliant Payments Limited ("Pliant"), the applicable Pliant entity for the UK programme. Pliant Payments Limited is a company incorporated in England and Wales (company number 15756434) with registered office at 8 Bishopsgate, Huckletree, Level 2, London EC2N 4BQ.
Pliant Payments Limited is authorised in the United Kingdom as an electronic money institution by the Financial Conduct Authority (FRN 1041998). The regulated services provided by Pliant are subject to the terms and disclosures applicable to the relevant Pliant product and regulatory service.
These Terms do not themselves constitute the terms of the regulated card or payment services provided by Pliant. You may be required to accept separate Pliant customer, card, payment, acceptable use, privacy and other product-specific terms during onboarding or before using the relevant Services.
2. ELIGIBILITY
The Services are intended for businesses and are not offered for personal or household use.
You represent that you are authorised to enter into these Terms on behalf of the business and that the business is validly established and permitted to conduct its business.
Volopay and Pliant may apply eligibility, onboarding, risk, credit, compliance and other criteria before allowing access to particular Services.
3. ACCEPTANCE AND AMENDMENTS
These Terms become binding when you accept them electronically, create an Account, or otherwise use the Services.
The current version of these Terms will be made available through the Platform and/or the Volopay website. We may amend these Terms from time to time. Where required by applicable law, we will provide notice of material changes and the effective date.
Separate Pliant terms may be amended in accordance with their own amendment provisions. Where a Pliant term applies specifically to a regulated Pliant Service, the applicable Pliant term will govern that Service.
4. INFORMATION AND DATA SUBMITTED BY YOU
You must provide accurate, complete and up-to-date information and documentation requested by Volopay or Pliant.
You must promptly notify us of any material change to your business, ownership, directors, authorised users, beneficial owners, contact details or other information relevant to your Account or Services.
You authorise Volopay and Pliant to verify information and conduct checks reasonably required for onboarding, fraud prevention, sanctions screening, anti-money laundering, risk management, regulatory compliance and service provision.
5. ONBOARDING, KYC/KYB AND COMPLIANCE
5.1 Pliant is responsible for the applicable regulated customer onboarding and due diligence processes for the UK Card Programme, including customer identification and verification, beneficial ownership checks, sanctions and AML screening, risk assessment and, where applicable, credit assessment and underwriting.
5.2 You must provide information and supporting documents reasonably requested by Pliant. Failure to provide requested information may result in an application being declined or Services being restricted, suspended or terminated.
5.3 Pliant may decline an application or restrict or terminate access where required or permitted by applicable law, regulatory requirements, sanctions obligations, risk controls or its applicable customer terms.
5.4 You must ensure that the Platform and Services are used only for lawful business purposes and in accordance with applicable UK laws, regulations, card-network rules and the applicable Pliant terms.
5.5 Volopay and/or Pliant may require you to provide updated or additional information and documentation from time to time for ongoing KYC, KYB, AML/CTF, sanctions, fraud prevention, risk management, credit assessment, regulatory or compliance purposes.
5.6 You must promptly provide any information or documentation reasonably requested by Volopay or Pliant and reasonably cooperate with any ongoing verification, review or assessment.
5.7 Failure to complete any required verification, review or assessment, or failure to provide information reasonably requested within the applicable timeframe, may result in an application being declined or any Service, Card, Card Account or credit facility being restricted, suspended, reduced or terminated, subject to applicable law and the applicable Pliant terms.
6. ACCOUNT AND PLATFORM ACCESS
You may apply for an Account through the Platform. If approved, Volopay will provide access to the Platform and the Services made available to you.
You are responsible for maintaining the confidentiality of login credentials and for all activity carried out through your Account by your authorised users, except to the extent caused by Volopay’s failure to apply reasonable security measures required of it by law.
You must promptly notify Volopay if you suspect unauthorised access, compromise of credentials, fraud or other security incidents affecting your Account.
7. PLIANT SERVICES
The UK Card Programme is provided in conjunction with Pliant. Pliant is responsible for the regulated card and payment services it provides, including the applicable issuance, account infrastructure, transaction processing, compliance and regulatory functions.
Pliant may provide physical and/or virtual cards and related card-management functionality through the Platform, subject to eligibility, approval, limits, product availability and the applicable Pliant terms.
You acknowledge that Pliant may require you to accept separate Pliant Platform Terms, Card Terms, Payment Terms, Acceptable Use Policy, Privacy Notice and/or other product-specific terms. Those terms form part of the contractual framework applicable to the relevant Pliant Services.
Nothing in these Terms is intended to replace, amend or limit any mandatory rights or obligations arising under the applicable Pliant customer agreement or applicable law.
8. CORPORATE CARDS
8.1 Corporate Cards made available through the UK Card Programme may be physical or virtual and may be issued to the business or its authorised Card Users, subject to approval by Volopay and/or Pliant, applicable eligibility criteria, product availability, risk assessment and the applicable Pliant terms.
8.2 Volopay may, in its sole discretion, determine whether to make a particular Corporate Card, card programme, card feature or related service available to you, including based on your business profile, transaction activity, internal risk assessment, compliance requirements, commercial relationship, product availability or other applicable programme criteria.
8.3 Nothing in these Terms requires Volopay to approve, issue, renew, replace or maintain any Corporate Card or card programme. Any approval previously granted does not create a continuing obligation on Volopay to maintain, renew, increase or otherwise continue the availability of any Corporate Card or card programme.
8.4 The issuance, approval, continuation, renewal, replacement, suspension, restriction, modification or termination of any Corporate Card or Card Account may also be subject to Pliant’s eligibility, underwriting, compliance, risk and regulatory requirements and the applicable Pliant terms.
8.5 Cards may be subject to transaction limits, spending controls, merchant-category restrictions, geographic restrictions, cash-withdrawal restrictions, fraud controls, credit requirements and other controls imposed by Volopay, Pliant, the applicable issuer, the card network or applicable law.
8.6 Where a Corporate Card is provided as a credit product, the applicable credit limit, eligibility criteria, underwriting requirements, billing cycle, repayment obligations, payment due dates, fees and other credit-related conditions will be determined by Pliant and may also be subject to Volopay’s programme approval, risk controls and commercial terms. The applicable conditions will be communicated to you at the time of application, approval or issuance, or otherwise in accordance with the applicable programme terms.
8.7 You must comply with all applicable conditions relating to any Corporate Card or credit facility, including credit limits, spending limits, repayment obligations, payment due dates and other requirements specified by Volopay and/or Pliant.
8.8 Failure to make any payment when due, exceeding an applicable credit or spending limit, providing materially inaccurate information, becoming subject to insolvency or material financial deterioration, or otherwise failing to comply with applicable credit or programme conditions may constitute a default, delinquency or other event of non-compliance.
8.9 Following a default, delinquency or other material non-compliance, Volopay and/or Pliant may, subject to applicable law and the applicable programme terms, suspend, restrict, reduce or withdraw the relevant credit facility or Card, decline further transactions, require payment of outstanding amounts or take any other action permitted under the applicable terms.
8.10 You remain responsible for all amounts properly incurred through your Corporate Cards, including amounts incurred by authorised Card Users, subject to any rights or protections available to you under applicable law and the applicable Pliant terms.
8.11 Pliant may decline, block, suspend, replace or terminate a Card or Card Account where permitted or required by applicable law, card-network rules, fraud controls, compliance requirements, risk policies, credit or spending conditions or the applicable Pliant terms.
8.12 Nothing in these Terms limits any mandatory rights or protections available to you under applicable law or the applicable regulated Pliant terms.
9. TRANSACTIONS, PAYMENT INSTRUCTIONS AND DISPUTES
You are responsible for ensuring that transaction details, payment instructions, beneficiaries, merchants, amounts and approvals submitted through the Platform are accurate and authorised.
Transactions may be declined, delayed, reversed or subject to investigation for reasons including insufficient available funds or credit, fraud controls, sanctions, merchant restrictions, technical issues, card-network rules or legal and regulatory requirements.
Where a transaction is disputed, unauthorised or otherwise subject to investigation, you must notify Volopay promptly through the support channel and provide all information reasonably requested. Pliant will handle matters reserved to it under the applicable Pliant terms, including transaction investigations, chargebacks and regulatory handling.
Merchant disputes concerning the underlying goods or services should normally be raised with the relevant merchant first, unless the applicable Pliant terms provide otherwise.
10. CARD SECURITY AND AUTHORISED USERS
You must ensure that Card Users keep cards, card credentials, PINs, authentication information and other security credentials secure and do not share them except as expressly permitted.
You must immediately notify Volopay and/or Pliant of any lost or stolen card, suspected compromise, unauthorised transaction or other security incident. Pliant may block or replace affected cards.
You must maintain appropriate internal controls over Card issuance, user permissions, spending limits and approvals.
11. RESTRICTED AND PROHIBITED ACTIVITIES
11.1 You must not use the Services for unlawful, fraudulent, deceptive or abusive activities or in breach of applicable sanctions, AML requirements, card-network rules or the applicable Pliant Acceptable Use Policy.
11.2 You must not use Cards for personal expenses or for any prohibited or restricted activity communicated by Pliant or Volopay.
11.3 Pliant may impose additional prohibited or restricted activities, geographic restrictions and pre-approval requirements under its applicable Acceptable Use Policy or product terms.
11.4 You may not resell, redistribute, sublicense, commercially exploit or otherwise make available any part of the Services to any third party without Volopay’s prior written approval.
11.5 Without limiting the above, you must not:
(a) offer or provide Volopay’s Platform, Corporate Cards, payment capabilities or other Services to your own customers, clients, vendors or other third parties as a standalone or bundled service;
(b) onboard or attempt to onboard your customers, clients or other third parties under your Account, business profile or relationship with Volopay;
(c) issue, distribute, market, promote or arrange access to Corporate Cards or other payment products for persons or entities that have not been approved by Volopay and/or Pliant;
(d) package, bundle or combine the Services with your own products or services and offer the resulting product or service to third parties without Volopay’s prior written approval;
(e) represent or imply that you are an authorised reseller, distributor, issuer, agent, partner or representative of Volopay except to the extent expressly authorised by Volopay in writing; or
(f) use the Services as underlying infrastructure, a white-label, embedded-finance or “powered by” solution for your own customers or third parties without Volopay’s prior written approval.
11.6 Volopay may, at its discretion, permit reseller, referral, white-label, embedded-finance or other partnership arrangements, subject to applicable commercial terms, onboarding, compliance requirements and any additional contractual documentation required by Volopay.
12. FEES AND PAYMENT TERMS
You must pay the fees applicable to the Services as communicated by Volopay, including any applicable subscription, usage, card or transaction fees.
Pliant may separately charge fees under its applicable customer or card terms. Such Pliant fees are governed by the applicable Pliant terms and disclosures.
All fees are exclusive of applicable taxes unless expressly stated otherwise. You are responsible for taxes properly chargeable on the Services, except taxes imposed on Volopay’s or Pliant’s net income.
13. UNDERLYING COMMERCIAL TRANSACTIONS AND TAXES
Volopay and Pliant are not parties to the underlying transactions between you and merchants, suppliers or other counterparties. You are responsible for the goods or services purchased and for resolving commercial disputes with the relevant counterparty.
You are responsible for determining and complying with your tax, accounting and reporting obligations arising from your use of the Services.
14. RECORDS AND AUDIT RIGHTS
You must maintain accurate records supporting transactions and the business purpose for which Services are used.
To the extent permitted by law, Volopay and Pliant may request information reasonably necessary to verify compliance, investigate suspicious or unusual activity, satisfy regulatory obligations or support an audit or review.
You must reasonably cooperate with requests for invoices, receipts, contracts, purchase orders, transaction explanations, beneficiary or merchant information, source-of-funds information and corporate or ownership information.
15. SUSPENSION AND RISK CONTROLS
15.1 Volopay and/or Pliant may restrict, suspend or decline Services where reasonably necessary to protect customers, the Platform or payment systems, or to comply with applicable law, regulatory requirements, sanctions, fraud prevention, AML obligations, security requirements or the applicable Pliant terms.
15.2 Where reasonably practicable, we will provide notice of a suspension and the reason for it, subject to legal, regulatory, security or fraud-related restrictions on disclosure.
15.3 Pliant may exercise additional suspension or termination rights under its applicable customer and product terms.
15.4 Without limiting the above, Volopay may suspend, restrict, delay, decline or terminate access to any part of the Services where it reasonably believes that you are using the Services for unauthorised resale, redistribution, white-label, embedded-finance or other unauthorised third-party use, or otherwise in breach of Section 11.
16. INTELLECTUAL PROPERTY
Volopay and its licensors retain all rights in the Platform, software, content, documentation, trademarks and other intellectual property owned or licensed by Volopay.
You receive a limited, non-exclusive, non-transferable right to use the Platform during the term of these Terms for your internal business purposes.
You must not copy, modify, reverse engineer, decompile, distribute, resell or commercially exploit the Platform except as expressly permitted by law or by Volopay in writing.
17. THIRD-PARTY AND NETWORK SERVICES
The UK Card Programme is provided in conjunction with Pliant and may rely on card-network, banking, telecommunications, technology and other infrastructure necessary to provide the Services.
Pliant is the sole external financial services provider contemplated by these UK Terms. References to card networks or other infrastructure do not create a separate contractual financial services relationship between you and those parties.
Third-party terms may apply where you use third-party services or integrations through the Platform.
18. FRAUDULENT AND UNAUTHORISED TRANSACTIONS
18.1 You must notify Volopay and Pliant as soon as reasonably practicable if you identify or suspect an unauthorised, fraudulent, suspicious or otherwise improper transaction, or any loss, theft or compromise of a Corporate Card or Card credentials.
18.2 You must reasonably cooperate with any investigation conducted by Volopay, Pliant or another relevant party and provide information, documentation and other assistance reasonably requested, including transaction details, invoices, receipts, purchase information, Card User information and details of any suspected compromise or misuse.
18.3 Volopay and/or Pliant may suspend, block, restrict, replace or otherwise take protective action in relation to a Card, Card Account or transaction where reasonably necessary to prevent fraud, unauthorised use, financial loss or security risk, subject to applicable law and the applicable Pliant terms.
18.4 Investigation, allocation of liability and any reimbursement, refund or chargeback rights will be determined in accordance with the applicable Pliant terms, card-network rules and applicable law.
18.5 To the extent permitted by applicable law, you may be responsible for losses arising from your fraud, intentional or negligent misuse, failure to safeguard Cards or credentials, sharing of authentication information, or unreasonable delay in notifying Volopay or Pliant of suspected unauthorised activity.
19. SUPPORT AND COMPLAINTS
Volopay provides first-line support for Platform-related matters and general service navigation at uk.support@volopay.co.
Matters relating to regulated payment services, transaction processing, chargebacks, fraud investigations, AML matters or regulatory complaints may be escalated to Pliant in accordance with the applicable Pliant procedures.
You may also contact Pliant through its applicable customer support channels. Pliant currently publishes UK customer support details through its UK website and may update those channels from time to time.
Nothing in these Terms limits any complaint, redress or dispute-resolution rights available under applicable law or the applicable Pliant regulated customer terms.
20. DATA PROTECTION AND PRIVACY
Volopay will process personal data in accordance with its applicable Privacy Policy and data-protection obligations.
Pliant may independently process personal data as a controller or otherwise in accordance with its applicable privacy notice and regulated service terms, including for customer onboarding, identity verification, AML, fraud prevention, transaction processing, support and regulatory compliance.
You must ensure that you have the necessary authority and lawful basis to provide personal data relating to your employees, directors, beneficial owners and other authorised users to Volopay and Pliant.
21. CONFIDENTIALITY
Each party must keep confidential non-public information received from the other party in connection with the Services and use it only for purposes connected with the relationship, except where disclosure is required by law, regulation, court order or a competent authority.
This obligation does not apply to information that is publicly available other than through breach, was already lawfully known, is independently developed or is lawfully received from a third party without confidentiality restrictions.
22. DISCLAIMERS
Except as expressly provided in these Terms and to the fullest extent permitted by law, the Platform and non-regulated software functionality are provided on an as-available basis.
Volopay does not guarantee that the Platform will be uninterrupted, error-free or available at all times.
Volopay is not responsible for the performance of regulated financial services that are provided by Pliant or for the acts or omissions of merchants, card networks or other external infrastructure, except to the extent liability cannot lawfully be excluded.
23. LIMITATION OF LIABILITY
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation or for death or personal injury caused by negligence.
To the fullest extent permitted by law, Volopay will not be liable for indirect, incidental, special, consequential or punitive loss, or loss of profits, revenue, business, goodwill or anticipated savings, arising out of the Platform or these Terms.
Subject to the above, Volopay’s aggregate liability arising out of or in connection with these Terms will not exceed the fees paid by you to Volopay in the twelve (12) months preceding the event giving rise to the claim.
This limitation does not apply to liabilities that cannot lawfully be limited and does not alter Pliant’s liability under the separate Pliant customer agreement.
24. INDEMNIFICATION
You will indemnify and hold harmless Volopay, its affiliates, officers, employees and agents from third-party claims, losses, costs and reasonable expenses arising from your material breach of these Terms, unlawful use of the Services, fraud, misuse of Cards or infringement of third-party rights, except to the extent caused by Volopay’s own breach or negligence.
Pliant-specific indemnities, where applicable, are governed by the applicable Pliant customer or product terms.
25. FORCE MAJEURE
Neither party will be liable for failure or delay caused by circumstances beyond its reasonable control, including acts of government, war, terrorism, natural disasters, widespread telecommunications or technology failures, labour disputes, cyber incidents or failures of payment networks or infrastructure.
The affected party will use reasonable efforts to resume performance as soon as practicable.
26. TERM AND TERMINATION
26.1 These Terms continue until terminated by you or Volopay or until your access to the Services otherwise ends.
26.2 You may stop using the Platform and request closure of your Account, subject to completion of outstanding obligations and any applicable Pliant account or Card closure requirements.
26.3 Volopay may suspend or terminate access where you materially breach these Terms, fail to pay amounts due, provide materially inaccurate information, engage in prohibited activity, engage in unauthorised resale, redistribution, white-label or embedded-finance use, create legal, regulatory, fraud or security risk, or where required by law or by Pliant.
26.4 Volopay may also, in its sole discretion, determine that continued provision of a Service, Card or programme is no longer appropriate based on applicable risk, compliance, commercial, product availability or programme criteria, subject to applicable law and any applicable Pliant terms.
26.5 Termination of these Terms does not automatically terminate or replace any separate Pliant agreement. Closure of Pliant Cards, credit facilities or regulated services will be governed by the applicable Pliant terms.
27. NOTICES
We may provide notices through the Platform, by email or through other electronic means using the contact details associated with your Account.
You must keep your contact information current. Notices from you to Volopay may be sent to uk.support@volopay.co unless another channel is specified for the relevant matter.
28. ASSIGNMENT
You may not assign or transfer your rights or obligations under these Terms without Volopay’s prior written consent, except where permitted by applicable law.
Volopay may assign these Terms to an affiliate or successor in connection with a reorganisation, merger, acquisition or transfer of substantially all relevant assets, subject to applicable law.
29. SEVERABILITY AND WAIVER
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in effect and the invalid provision will be interpreted or replaced to the minimum extent necessary to make it enforceable.
Failure to enforce a provision does not constitute a waiver of that provision.
30. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms are governed by the laws of England and Wales.
Before commencing formal proceedings, the parties will use reasonable efforts to resolve any dispute through good-faith discussions.
Nothing in this clause prevents a party from seeking urgent or interim relief from a court of competent jurisdiction.
Disputes specifically concerning regulated Pliant Services may be subject to the governing law, jurisdiction, complaint and dispute-resolution provisions contained in the applicable Pliant customer or product terms.
31. ORDER OF PRECEDENCE
If there is a conflict between these Terms and a signed commercial agreement between you and Volopay relating to the same subject matter, the signed commercial agreement will prevail to the extent of the conflict.
For matters specifically relating to Pliant Services, the applicable Pliant customer, card, payment, regulatory or product terms will prevail to the extent of any inconsistency, particularly in relation to issuance, regulated services, safeguarding, transaction processing, chargebacks, fees charged by Pliant, complaints, suspension, termination and Pliant’s liability.
Nothing in these Terms is intended to amend any Pliant term or disclosure that you are required to accept.
32. CONTACT AND REGULATORY INFORMATION
Volopay UK support: uk.support@volopay.co
Volopay website: https://www.volopay.com/uk/
Volopay Privacy Policy: https://www.volopay.com/privacy-policy/
Pliant UK customer support: https://www.getpliant.com/en-gb/support-request
Pliant Platform Terms (where applicable): https://documents.getpliant.com/PLATFORM_TERMS_AND_CONDITIONS.pdf
Pliant Acceptable Use Policy (where applicable): https://documents.getpliant.com/ACCEPTABLE_USE_POLICY.pdf
Pliant Payments Limited: 8 Bishopsgate, Huckletree, Level 2, London, England, EC2N 4BQ; company number 15756434; FCA FRN 1041998.
APPENDIX A – PLIANT UK SERVICE PROVIDER TERMS
Pliant is the sole financial services provider contemplated by these UK Terms.
Pliant Payments Limited is the applicable UK regulated issuer/provider for the UK Card Programme. You may be required to accept Pliant’s applicable customer agreement, card terms, payment terms, Platform Terms, Acceptable Use Policy, privacy notice and other product-specific terms before accessing the relevant service.
Those Pliant terms govern the Pliant relationship and the regulated aspects of the relevant Services. In particular, they may contain provisions relating to customer onboarding and verification, safeguarding where applicable, card issuance and use, transaction processing, spending limits, fees, chargebacks, fraud, complaints, suspension and termination.
The Pliant terms presented to you during onboarding or before use of a relevant regulated Service form part of the applicable contractual framework. Where Pliant publishes updated UK-specific regulated terms or disclosures, the applicable version will govern from its stated effective date.
Volopay’s role is to provide the Platform interface, spend-management functionality and first-line support, while Pliant remains responsible for the regulated services it provides. The parties’ roles are also reflected in the partnership arrangements, under which Volopay provides the technical interface and first-level customer support and Pliant retains responsibility for regulated onboarding, payment-service handling and regulatory matters.