Griffin Bank Ltd Flow Down Terms
1. Payment Service Schedule
1. DEFINITIONS
1.1 The defined terms in these Service Terms shall have the same meaning as set out in the General Terms and Conditions unless specified otherwise.
1.2 In these Service Terms,
| “Authorised User” | means any of your personnel who is duly authorised by you to access and use the Account and Services; |
| “Book Transfer” | means an internal balance transfer between the Accounts held by the same account holder or under our control; |
| “FPS” | means faster payment services; |
| “GBP” | means pounds sterling; |
| “Large Business Customer” | means a business customer which on the date of opening the Account is not a Small Business Customer; |
| “Nominated Account” | Means a separate operational bank account that you hold and maintain with a bank or financial institution which is not related to us; |
| “PSR” | means the Payment Services Regulations 2017, as amended; |
| “Small Business Customer” | means, as defined under the PSR, a business customer which on the date of opening the Account had fewer than 10 employees; and an annual turnover and/or balance sheet total (either individually or as a group, if it is part of a group) of £2 million or less, or if part of a group; |
2. ABOUT THESE SERVICE TERMS
2.1 These Service Terms set out the operation of the Accounts and the processing of any payments in relation to any of those Accounts.
2.2 These Service Terms are subject to our General Terms and Conditions. These Service Terms, together with any other Service Terms and Standards are incorporated by reference in the General Terms and Conditions shall form the agreement between you and us.
3. THE ACCOUNT
3.1 Account opening
3.1.1 Once the onboarding process has been completed and it has been confirmed that our risk appetite and eligibility criteria in relation to an Account and applicable account holder have been met, we will create an Account for you.
3.1.2 We may, at our discretion, require you to provide us with details of a Nominated Account for the purpose of opening an Account with us. You shall ensure that the Nominated Account is active at all times during the Term and capable of receiving funds from us in limited circumstances as communicated by us from time to time, for example, if we need to return the funds when an Account is closed.
3.2 Access
The Accounts can be accessed and used online only via the Platform.
3.3 Account usage
3.3.1 You shall ensure that only eligible funds are held in the relevant Accounts and you shall use the Accounts in accordance with the terms of the Agreement.
3.3.2 We will provide you with information about the Accounts including a record of transactions via the Platform.
3.4 Confirmation of payee
Once we implement confirmation of payee, which is mandatory from October 2024. When we receive an instruction to pay out of the Account to an individual or a business for the first time, we will carry out the confirmation of payee process to check the payee’s account details with their bank. After we have completed the confirmation of payee process, you must confirm in the manner determined by us from time to time that you agree to proceed with the payment. We will not be able to process the instructions until you have provided such information and confirmation to us.
3.5 Termination/Account closure
3.5.1 We may close an Account immediately:
3.5.1.1 where we become aware or reasonably suspect that the Account has been used contrary to the terms of the Agreement; or
3.5.1.2 where we reasonably suspect any fraudulent activity in connection with an Account or a payment in or out of an Account.
3.5.2 Without prejudice to paragraph 3.5.1, we may close an Account:
3.5.2.1 in accordance with the General Terms and Conditions;
3.5.2.2 upon your written instruction, provided that if you have signed up to an Account or Service for an initial term, fixed renewal term or other set period, you may have to pay charges if you close the Account or withdraw some or all of your money before the end of that initial term, renewal term or set period;
3.5.2.3 if the Account is inactive for a period of 25 calendar months from the date of the last transaction; or
3.5.2.4 if you fail to pay the Fees in accordance with the Agreement.
3.5.3 When an Account is closed under these Service Terms or if these Service Terms no longer apply for any reason, we will follow the Account closure procedures which are available here https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts. You may have to pay charges if an Account is closed under these Service Terms.
4. MAKING AND RECEIVING PAYMENTS
4.1 Subject to the terms of the Agreement, we will process a Book Transfer and send and receive payments via our Accounts through FPS.
4.2 Initiating payments
4.2.1 A single FPS payment can be initiated online via the Platform.
4.2.2 When we receive an instruction to pay out of an Account to an individual or a business, to process such instruction we will require certain information about the payee such as sort code, account number, name of the person or organisation, and a payment reference. We will not be able to process the instructions until you have provided such information to us.
4.2.3 Payments to and from the Account may only be made in GBP and via FPS.
4.2.4 We currently do not support certain functionalities, such as:
4.2.4.1 direct debits, standing orders, CHAPS, or BACS;
4.2.4.2 transactions in foreign currencies or international money transfer;
4.2.4.3 cash withdrawal; or
4.2.4.4 payments in to or out of the Accounts via cash, cheques, banker’s drafts or any other similar instruments.
4.2.5 You shall ensure that you have sufficient funds to cover the full amount of any payments from your Accounts. If you attempt to make a payment with insufficient funds, we may at out sole discretion refuse the payment without incurring any liability to you. You may incur additional charges for payments that we can not authorise as a result of insufficient funds, as detailed https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts.
4.3 Timings
4.3.1 FPS is available 24 hours a day, 7 days a week, 365 days a year and has no cut off times.
4.3.2 The money is usually available in the recipient’s account almost immediately, although it can sometimes take up to 2 hours, for example, where the paying bank or the receiving bank needs to carry out certain verification, or there is an operational issue, or if the receiving account does not permit immediate posting of the payment.
4.4 When we cannot make payments
There will be situations where we suspend, cannot or refuse to follow a payment instruction, such as:
4.4.1 when there are insufficient funds in the applicable Account to make a payment out of the Account;
4.4.2 where we become aware of or have reasonable grounds to believe that there is a suspicious activity on the Account;
4.4.3 when we perform transaction screening on the Account;
4.4.4 where there is a services outage; or
4.4.5 when the payee information as required under paragraph 4.2.2 is incorrect or not sufficient for us to make payment.
We will notify you when payment cannot be made, unless where such notification is not permitted under applicable Laws.
4.5 Changing and cancelling payments
4.5.1 FPS payments to an incorrect account cannot be recalled.
4.5.2 Due to their real-time nature, once a FPS payment has been sent it cannot be changed or cancelled.
4.6 Receiving payments
4.6.1 When we receive a payment into an Account via bank transfer, we may:
4.6.1.1 accept the payment almost immediately;
4.6.1.2 accept the payment within a longer period of time. We will notify you or the Authorised Users, as the case may be, of the time when you can expect the funds to reach the Account; or
4.6.1.3 reject the payment. We will notify you or the Authorised Users of our reason for the rejection.
4.7 Limits
4.7.1 The following transaction limits shall apply to transactions processed via our Accounts: https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts.
4.7.2 Book Transfers are not subject to a transaction limit.
5.1.1 The Fees to make payment using FPS is set out here https://letmc.zendesk.com/hc/en-us/articles/4414298582929-Calmony-and-payment-app-fees. We will notify of any change to the Fees no less than 30 days in advance.
Unauthorised Transactions
6.1.1 You must notify us immediately at support@Calmony.co copying our business partner support@griffin.com of any unauthorised transaction, including where you know or suspect that a fraud or attempted fraud has been committed against us or you. We will investigate and manage the reported issue following our process.
6.1.2 You will normally receive a refund of the amount of the unauthorised payment as soon as practicable and no later than the end of the next Business Day after you have notified us and our business partner of an unauthorised transaction, provided that:
6.1.2.1 you are eligible to claim for the refund;
6.1.2.2 you give the notification no later than 13 months after the relevant transaction date or when you become aware of it; and
6.1.2.3 none of the scenarios set out in paragraph 6.1.3 below applies.
6.1.3 You will not receive a refund in accordance with paragraph 6.1.2 above if:
6.1.3.1 you fail to give a notification within the required time period set out in paragraph 6.1.2; or
6.1.3.2 if the investigation shows that the transaction has been correctly authorised by you or one of your Authorised Users;
6.1.3.3 there are reasonable grounds to prove that you or any of your Authorised Users have acted fraudulently, or have deliberately, or with gross negligence, failed to comply with the Agreement (including if you disclose your security details of the Account to a third party who is not one of your Authorised Users).
6.1.4 You agree that the provisions under paragraphs 6.1.2 and 6.1.3 may not apply to you as a Large Business Customer as certain parts of the PSRs do not apply to your Service Terms. If you are a Large Business Customer and a payment leaves your Account when it shouldn’t have, we will agree with you what the next steps are. We may charge you for any costs we incur in trying to recover this.
Authorised transactions
6.1.5 You agree paragraph 6.1.6 below does not apply to you as a Large Business Customer as certain parts of the PSRs do not apply to your Service Terms, these relate to providing certain refunds to Small Business Customers.
6.1.6 Subject to paragraph 6.1.7, you may be entitled to a refund for the full amount of an authorised transaction if:
6.1.6.1 you are eligible to claim for such refund;
6.1.6.2 the payment did not specify the exact amount (for example: an event or hotel booking where payment is authorised but additional costs are later charged); and
6.1.6.3 the payment amount exceeded the amount you could have reasonably expected to pay (taking into account your previous spending pattern and circumstances of that particular case); and
6.1.6.4 you have asked for the refund within 8 weeks from the date of the transaction.
6.1.7 You agree:
6.1.7.1 to provide us and our business partner with any further information in relation to the transactions under paragraph 6.1.6 as we may require. You may receive either a refund of the full amount or a justification for refusal within 10 Business Days from the date we and our business partner receive your refund request.
6.1.7.2 You won’t receive a refund where:
6.1.7.2.1 you’ve given consent for the payment to be carried out;
6.1.7.2.2 we or the payee, gave you specific information about the payment at least four weeks before it was due; or
6.1.7.2.3 you don’t request the refund within 8 weeks of the payment date.
Mistaken transactions
6.1.8 If an incorrect payment has been made due to a genuine mistake, please contact us immediately. We will investigate and try to help you recover the fund of a mistaken transaction in accordance with the credit payment recovery process which is available here https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts.
2. Standards: Property Agents Client Money Protection (CMP) standards and requirements can be found here https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts.
3. Instructions: We may not accept your instructions where to do so would, or in our reasonable opinion might, result in a breach by us of any sanction or embargo imposed by the international community. We will not be liable for any loss, damage, cost or expense that arises as a result.
4. Authorised Users
If you are a business user,
4.1 You must not allow anyone other than an Authorised User to access and use your Account.
4.2 Apart from granting access to Authorised Users, neither you or any Authorised User will license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Services, in any way.
4.3 An Authorised User will not have any rights under this Agreement in his or her personal capacity. You will be responsible for their conduct, acts and omissions and should make them aware of your responsibilities under this Agreement.
4.4 You will be responsible for any instructions given by you, or any Authorised User.
4.5 You will be liable for Authorised Users compliance with the terms of this Agreement.
5. Keeping the Account secure
5.1 You must keep your Security Credentials confidential and make sure they cannot be used by anyone else or for fraudulent purposes. You must read and comply with our fraud prevention information which can be found at: https://letmc.zendesk.com/hc/en-us/articles/17427973686429-Terms-and-Conditions-Griffin-Client-Bank-Accounts. “Security Credentials” means any PIN, security number, access code, password, question, or other security detail or procedure, that you use to access your Account or the services provided under this Agreement.
6. When you can end the Services
6.1 If you are a Small Business Customer or a consumer, you may
6.1.1 end this Agreement by giving us no later than one month’s notice for any reason; or
6.1.2 cancel a Service without penalty or reason by written notice within 14 calendar days from the date you or your Authorised User accepts these Terms and Conditions. However you cannot use this right if you have signed up to an Account or Service with a fixed rate of interest for a fixed period.
6.2 If you are a Large Business Customer, clause 6.1 will not apply. You may end this Agreement, close an Account or stop using a Service or other facility, at any time by giving us 90 days’ written notice. If you have signed up to an Account or Service for an initial term, fixed renewal term or other set period, you may have to pay charges if you close the Account or withdraw some or all of your money before the end of that initial term, renewal term or set period.
GRIFFIN BANK LIMITED
General Terms and Conditions
Date: 24 January 2024
Version – 1.0
These Terms and Conditions (including any schedules attached to it, the Service Terms and any documents incorporated by reference in these Terms and Conditions) form a legal agreement between you and us in respect of the Services. Please read through the terms carefully. By accepting these terms you agree to these terms which will bind you and, where applicable, your Authorised Users.
You acknowledge that you are purchasing these Services directly from our business partner AgentsOS Proptech Group Ltd, Trading as Calmony (“Calmony”) (the “Underlying Agreement”) but we will be directly responsible for delivery of the Services in consideration of Calmony Client Bank Account Service and subject to the terms of this Agreement. We do not charge you for the Services.
You should save a copy of these Terms and Conditions for future reference.
A table of Calmony’s and our roles are set out below for reference only. The table below does not form part of this Agreement between you and us, and will be subject to further changes in accordance with our contract between us and Calmony. You acknowledge that you are not a party to such contract and shall not have any right to enforce the terms of such contract.
| Service | Who provides this service |
| Providing you with access to Calmonyapp.com | Calmony |
| Providing you with a Calmony Client Bank Account for your funds | Griffin |
| Access to Calmony Client Bank Account | Calmony |
1. ABOUT US
1.1 Griffin Bank Limited (referred to in this document as “Griffin”, “we”, “us”, and “our”) is a bank incorporated in England and Wales with company number 10842931 and whose registered office is at 9th Floor 107 Cheapside, London EC2V 6DN.
1.2 We accept deposits, and offer other banking, financial and technology services to our customers. For these services we are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
1.3 Our Financial Services Register number is 970920. To find out more about us, please visit the Financial Services Register at https://register.fca.org.uk or call the FCA on 0300 500 8082.
1.4 We are registered with the Information Commissioner’s Office under Registration number: ZA663369.
1.5 Our VAT number is: GB 366 0575 83.
2. WAYS TO CONTACT US
2.1 You can contact us in the following ways:
Email: customers@griffin.com
Support: support@griffin.com
2.2 Our Business Day is a day when banks in London are open for business, other than a Saturday, Sunday or public holiday in England. Our business hours are the period from 9.00 am to 5.00 pm UK time on any Business Day.
2.3 We may monitor and record any correspondence to check we have carried out your instructions correctly, to handle complaints, to help improve our service and to help prevent fraud or other crime.
2.4 We will only correspond and communicate with you in English. We will only accept communications and instructions from you in English.
2.5 Please refer to our Support Service Schedule for information on how we and our business partner provide support services to you.
3. CONTACTING YOU
3.1 We may contact you or your Authorised Users by using any of the contact details you have given us verbally or otherwise in writing (including through our internet banking service, email, instant messaging or other digital communication). We may want to contact you or an Authorised User to tell you something about the Services or how you are running your Accounts. If you do not want us to contact you by email, text message or through our internet banking service, please let us know in writing. We will try to contact you in the way you prefer, but there may be times when we need to contact you by email, text message or through our internet banking service.
3.2 An email, text or communication through our internet banking service is deemed to be received by you two (2) hours after the time we sent it (as recorded on the device from which we sent the email or text or issued the communication through our internet banking service). If the time of deemed receipt of any email, text or communication through our internet banking service is outside Business Hours, then it is deemed to have been received at the commencement of Business Hours on the next Business Day.
3.3 We will not be responsible to you if we act or fail to act on any incorrect or out-of-date information provided by you including incorrect contact details .
4. THE FINANCIAL SERVICES COMPENSATION SCHEME
4.1 Deposits held with us are covered by the Financial Services Compensation Scheme (“FSCS”) dependent on you being eligible. Information on eligibility is available on our website https://griffin.com/deposit-protection.
4.2 For more information about the compensation provided by the FSCS, please see the FSCS website at www.FSCS.org.uk.
5. USING OUR SERVICES
5.1 When using our Services, you shall:
5.1.1 comply with the terms of this Agreement at all times;
5.1.2 only use the Services for lawful purposes and must not use the Services in any way that breaches any applicable local, national or international law or regulation (including applicable Data Protection Laws) or in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
6. DATA PRIVACY AND YOUR PERSONAL INFORMATION
6.1 We are committed to protecting the personal information we hold about you and the people connected to your business. Our Privacy Policy describes how we collect, use and safeguard personal information when we act as a controller, with whom we may share it, and for what reason. Our Privacy Policy can be accessed at https://griffin.com/privacy.
6.2 Where you are a business user, you and we act as independent controllers and Schedule 1 (Data Sharing Schedule) shall apply.
6.3 The expressions “controller”, “processor”, “data subject”, “personal data”, “personal data breach” and “processing” shall have the definitions given to them in the Data Protection Laws.
7. WHEN WE CAN SUSPEND OR END THIS AGREEMENT
7.1 We may suspend, withdraw, restrict, close or delay the use of Accounts or the provision of Services (in part or in whole) or end this Agreement (in part or in whole) with immediate effect if:
7.1.1 if you are no longer entitled to use the Account or receive the Services under the Underlying Agreement ;
7.1.2 if an exit plan has been initiated under our contract with Calmony
7.1.3 we have reasonable grounds to suspect unauthorised, fraudulent or suspicious activity on, or involving your Account;
7.1.4 we suspect that a mistaken payment has been made to or from your Account or we have received an unclear, erroneous or incomplete instruction in respect of your Account;
7.1.5 if we or our regulators have not received the information we need to meet our regulatory and legal requirements;
7.1.6 we, in our absolute discretion, consider it appropriate for your protection;
7.1.7 we, acting reasonably, believe you have significantly or persistently breached the terms of this Agreement (or we reasonably believe that you would, if we did not suspend, withdraw, restrict, or delay the use of your Accounts or Services);
7.1.8 you are not eligible (or are no longer eligible) for an Account, service, or facility;
7.1.9 you fail to remain within our risk appetite;
7.1.10 there are not enough funds in your Account to cover a requested transaction;
7.1.11 we have been provided with false or misleading information, or have not received the information requested for the purpose of the Agreement;
7.1.12 we suspect that you are, or may be, engaged in fraud, money laundering or terrorist financing activities (economic crime);
7.1.13 we suspect your Account may be involved with illicit activity, including but not limited to, fraud, money laundering (including tax evasion) or terrorist financing activities;
7.1.14 there is any dispute over your entitlement to any funds in your Account;
7.1.15 you have broken or are breaking the Law or we reasonably suspect you are or may break the Law, you are being investigated by any court, government, Regulatory Authority or you fail to meet any checks required by Law;
7.1.16 we are required to do so by Law, or any court, government or Regulatory Authority;
7.1.17 you are aggressive to our staff;
7.2 We may end this Agreement, close an Account or stop providing a Service or other facility, at any time by giving you 90 days’ notice. We may provide you with information as to the reasons why we are closing an account or ceasing to provide Services, though there are circumstances where we are not able to do so.
8. RESTRICTIONS ON CLAIMING LOSS
8.1 Nothing in this Agreement excludes or limits our liability for death or personal injury resulting from our negligence; for fraud or fraudulent misrepresentation on our part; or for any other liability that cannot by law be limited or excluded. However, we will only be liable for losses incurred as a result of fraudulent activity:
8.1.1 if it has resulted from a fraudulent act or omission on our part; or
8.1.2 if we are required by applicable Law to reimburse that fraudulent payment.
If you are a consumer user, the following provisions will apply:
8.2 Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury) or arising under applicable laws relating to the protection of your personal data, we are not legally responsible for:
8.2.1 losses that:
8.2.1.1 were not foreseeable to us and you when the agreement between us was formed; or
8.2.1.2 that were not caused by any breach on our part;
8.2.2 business losses; and
8.2.3 losses to non-consumers.
8.3 Subject to clauses 8.1 and 8.2, we will not be liable to you whether in contract, tort, misrepresentation, restitution, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of this Agreement for more than £250 per event or per a series of connected events, up to a maximum amount of £1,000 in any consecutive period of twelve months. We may however decide in our sole discretion and based on the facts of any incident or issue to pay out a sum in excess of either of these amounts if we consider it reasonable to do so in the circumstances.
If you are a business user, the following provisions will apply:
8.4 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of stator duty, or otherwise, arising under or in connection with this Agreement for:
8.4.1 loss of profit, opportunity, goodwill, or anticipated business;
8.4.2 damage to reputation;
8.4.3 loss where you or your Authorised Users have acted fraudulently or with gross negligence, or where you have given us incorrect or insufficient information;
8.4.4 loss that we could not reasonably have foreseen; and/or
8.4.5 consequential, special, incidental, exemplary, punitive, speculative or indirect loss.
8.5 Subject to clauses 8.1 and 8.4, we will not be liable to you whether in contract, tort, misrepresentation, restitution, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of this Agreement for more than £250 per event or per a series of connected events, up to a maximum amount of £1,000 in any consecutive period of twelve months. We may however decide in our sole discretion and based on the facts of any incident or issue to pay out a sum in excess of either of these amounts if we consider it reasonable to do so in the circumstances.
9. WHAT WE ARE NOT RESPONSIBLE FOR
9.1 We shall have no liability for any failure to provide, or any delay in providing, or suspending the Services in accordance with the terms of this Agreement to the extent that such failure, delay or suspension results from:
9.1.1 your failure to comply with your obligations under this Agreement, or to provide us with information or updates as reasonably required or requested by us;
9.1.2 you or your Authorised Users providing us with incorrect payment instructions; or
9.1.3 a pending investigation into any specific payment instruction or activity on the Account. For example, we may refuse to accept payment into an Account if such payment is subject to an investigation or there is any suspicion that the payment is fraudulent or in breach of applicable Laws.
9.2 You cannot recover any losses, costs, expenses or liabilities from us if we are unable to perform our obligations under this Agreement because that failure was reasonably beyond our control, including strikes, natural disasters, war, terrorism, unrest, or loss or malfunction of utilities or telecommunications.
10. AUDIT AND MONITORING
10.1 You acknowledge that we have the right to track and monitor your use of the Services.
10.2 If you are a business user, you shall allow us or our authorised representatives or agents to have access to your systems and records at reasonable times to conduct necessary audit to verify your compliance with this Agreement.
11. CHANGING THIS AGREEMENT
11.1 We will tell you about any changes to the terms of this Agreement, by giving you at least two months’ notice unless such changes are required to comply with or take account of changes to the Law. Note this clause does not apply to changes to the Services and rates.
11.2 If you are not happy with any changes that we plan to make, you can end this Agreement at any time within that two month notice period free of charge. If you do not end this Agreement before the proposed changes take effect, we will consider that you have agreed to the changes.
12. TRANSFERRING RIGHTS AND RESPONSIBILITIES
12.1 We may transfer all or any of our rights or responsibilities under this Agreement, but only to someone who we consider will treat you fairly and who is capable of performing our responsibilities under this Agreement. You acknowledge that we may subcontract the performance of our obligations in respect of any part of the Services from time to time.
12.2 You may not transfer any of your rights or responsibilities under this Agreement without our prior written consent.
13. HOW TO MAKE A COMPLAINT
13.1 Please contact Calmony as the first point of contact who will follow our complaint procedures at https://griffin.com/complaints to promptly deal with any complaint from you in respect of your Account and Services.
13.2 We will handle complaints as a point of escalation following the procedures. If you don’t accept our final response, you can escalate your complaint to our Senior Independent Director (who is a non-executive director on our board). They will independently review your complaint and how we handled it. Then, if appropriate, they will act as intermediary on your behalf and work with us to find a better solution. If you remain unsatisfied with our response, you can refer complaints about bank accounts, payments, and other banking services to the Financial Ombudsman Service. You can contact them through their website: https://www.financial-ombudsman.org.uk/.
14. MISCELLANEOUS
14.1 Nothing in this Agreement establishes any partnership, joint venture, agency or employment relationship between us and you.
14.2 Only you and we (and our successors or assignors) may enforce the terms of this Agreement.
14.3 If any provision or part of this Agreement is or becomes invalid, illegal or unenforceable, it shall be considered modified to the minimum extent necessary to make it valid, legal and enforceable.
14.4 We will not provide you with any tax, legal or investment advice with respect to any Account, service or facility. Please seek your own independent advice in relation to these matters.
14.5 All terms continue to apply after this Agreement has ended except those requiring performance only during the duration of the Agreement.
14.6 This Agreement constitutes the entire agreement between us and you. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation, condition or warranty that is not expressly set out in this Agreement.
15. GOVERNING LAW
15.1 This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in accordance with the law of England and Wales.
15.2 If you are a consumer and want to take court proceedings, the relevant courts of the jurisdiction in which you live will have non-exclusive jurisdiction in relation to this Agreement. If you are a business user and want take court proceedings, only the courts of England and Wales shall settle disputes arising out of or in connection with this Agreement.
16. SPECIAL TERMS USED THROUGHOUT THIS DOCUMENT
16.1 In this Agreement, we use certain terms that have a specific meaning. These are:
| “Agreement” | means these terms and conditions including the Schedules, the Service Terms and any documents incorporated by reference in these terms and conditions and the schedules; |
| “Account” | refers to any accounts that you hold with us. If you hold more than one account with us, when we refer to ‘Account’ we are referring to all your accounts with us; |
| “Authorised Users” | means, if you are a business user, any of your personnel who is duly authorised by you to access, use and give instruction in respect of your Account and the Services on your behalf under this Agreement; |
| “Data Protection Laws” | all privacy and data protection laws applicable in the United Kingdom from time to time including the UK GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Regulations 2003; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; |
| “FCA” | means the Financial Conduct Authority, and its successors; |
| “Large Business Customer” | means a business customer which on the date of opening the Account is not a Small Business Customer; |
| “Laws” | any laws, regulations, regulatory constraints, industry codes, guidelines, scheme requirements, or policies (including the FCA Handbook and PRA Rulebook), obligations, rules including common law and law of equity, and any binding court order, judgement or decree. It also includes any applicable guidance, direction, policy, rule or order that is given by a Regulatory Authority in the United Kingdom or any other relevant jurisdiction, which is applicable to this Agreement, interpreted (where relevant) in accordance with any guidance or similar document published by any Regulatory Authority; |
| “Platform” | means the website or mobile app through which you can access your Accounts and our Services; |
| “PRA” | means the Prudential Regulation Authority, and its successors; |
| “Regulatory Authority” | means any regulatory, quasi-regulatory or administrative body or other governmental authority that is charged with monitoring, regulating and/or overseeing the business practices of us or you and/or the creation, enforcement or supervision of, making or compliance with Laws, the Payment Systems Regulator, the Bank of England, HM Treasury, the Information Commissioner, the UK FCA and the PRA, HM Revenue and Customs (HMRC); |
| “Security Credentials” | means any PIN, security number, access code, password, question, or other security detail or procedure, that you use to access your Account or the services provided under this Agreement; |
| “Services” | means each of the services to which you have subscribed; |
| “Service Terms” | means any service specific terms applicable to the relevant Services; |
| “Small Business Customer” | means, as defined under the PSR, a business customer which on the date of opening the Account had fewer than 10 employees; and an annual turnover and/or balance sheet total (either individually or as a group, if it is part of a group) of £2 million or less, or if part of a group; |
| “UK GDPR” | has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018. |
| “You” or “your” | means a business user or a consumer user who has accepted these Terms and Conditions. |
Schedule 1 - Data Sharing Schedule
1. Interpretation
1.1 In this Data Sharing Schedule the following terms have the following meaning:
| “Disclosing Party” | means each of us to the extent we disclose or otherwise make accessible any Shared Personal Data to the other; |
| “Permitted Purpose” | means for the purpose of us providing and you receiving the Services as defined in Paragraph 2.1; |
| “Receiving Party” | means each of us to the extent we receive or access any Shared Personal Data disclosed or made available by the other; and |
| “Shared Personal Data” | means personal data received by one of us from the other, or otherwise made available by one of us to the other for the Permitted Purpose, as set out at Annex 1 to this Data Sharing Schedule. |
2. Scope of this Schedule
2.1 This Data Sharing Schedule allocates certain rights and responsibilities between us when you are a business user and we are each acting as independent controllers. However, nothing in this Data Sharing Schedule shall limit or exclude either of our responsibilities or liabilities under Data Protection Laws. This Data Sharing Schedule does not apply where you are a consumer.
2.2 Annex 1 to this Data Sharing Schedule describes the personal data categories and data subject types which we may share between us under this Agreement.
3.4 General obligations
3.1 Each of us shall comply with Data Protection Laws in connection with the processing of Shared Personal Data.
3.2 Unless otherwise required under applicable Laws or in connection with any investigation into a potential security incident or potential fraudulent activity, each of us, to the extent it acts as Receiving Party, undertakes to the relevant Disclosing Party that it shall only process the Shared Personal Data for the Permitted Purpose.
3.3 We each agree that in respect of Shared Personal Data, the relevant Disclosing Party shall ensure that:
3.3.1 it collects, processes and transfers the Shared Personal Data in accordance with the Data Protection Laws;
3.3.2 the Shared Personal Data is accurate and up-to-date when disclosed or made accessible to the Receiving Party; and
3.3.3 it is entitled to transfer the Shared Personal Data to the Receiving Party for the Permitted Purpose in accordance with the terms of this Agreement.
3.4 Upon written request, we each agree to use commercially reasonable endeavours to assist the other to comply with any obligations under Data Protection Laws.
3.5 We shall make our Privacy Policy available at https://griffin.com/privacy. You shall ensure that all relevant data subjects, including Authorised Users, customers and beneficiaries are provided with our Privacy Policy.
3.6 Without prejudice to any other obligation, if either of us becomes aware that any of the Shared Personal Data is inaccurate or out of date, it shall promptly notify the other.
4. Technical and organisational measures
4.1 The Receiving Party shall at all times put in place and maintain appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Shared Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of the Shared Personal Data.
5. Third party processing
5.1 You agree that we may pass Shared Personal Data to the police or other authorities or regulatory bodies as part of any investigation into potential fraudulent activity.
6. Data Subject Rights
6.1 Each of us shall provide such assistance as is reasonably required by the other to enable the other to comply with requests from data subjects to exercise their rights under Data Protection Laws within the time limits imposed by Data Protection Laws.
7. Personal data breach
7.1 Each of us shall comply with its obligation to report a personal data breach to the appropriate supervisory authority and (where applicable) data subjects under Data Protection Laws and shall each inform the other of any personal data breach relating to the Shared Personal Data irrespective of whether there is a requirement to notify any supervisory authority or data subject(s).
7.2 We each agree to provide reasonable assistance to each other to facilitate the handling of any personal data breach in an expeditious and compliant manner.
Annex 1 – Shared Personal Data
| Categories of data subjects whose personal data is processed | Your Authorised Users, and related parties and payees of those Authorised Users |
| Categories of personal data shared | Name, bank account details (account number, sort code and IBAN), together with any other information voluntarily disclosed by an Authorised User in connection with the Services for example specific health or disability vulnerability information. |
GRIFFIN BANK LIMITED
SERVICE TERMS: TRIPARTITE DEDICATED GENERAL CLIENT MONEY ACCOUNTS
1. ABOUT THESE SERVICE TERMS
1.1 These Service Terms set out how we provide you with a client money account (“CMA”) which is a bank account opened with us that enables you to keep client money segregated from your operational funds in compliance with CASS.
1.2 These Service Terms are subject to our General Terms and Conditions. These Service Terms, together with any other Service Terms and Standards are incorporated by reference in the General Terms and Conditions shall form the agreement between you and us.
1.3 Please refer to your Underlying Agreement with Calmony for details on how payments and refunds are processed.
2. OUR OBLIGATIONS
2.1 When providing the CMAs under these Service Terms, we shall:
2.1.1 comply with our regulatory obligations under applicable Laws including those under the FCA Handbook and PRA Rulebook, as applicable;
2.1.2 have no interest in, recourse against, or right over the funds in the CMA;
2.1.3 not combine any CMA with any other Account;
2.1.4 not exercise any right of set-off or counterclaim against funds held in any CMA, in respect of any sum owed to us by you; and
2.1.5 not provide any overdraft or credit facilities on any CMA.
3. YOUR OBLIGATIONS
3.1 In relation to the CMAs, you shall:
3.1.1 comply with your regulatory requirements under CASS or any other applicable law or regulation;
3.1.2 in compliance with CASS, keep your operational funds segregated from client money;
3.1.3 not lend funds held in a CMA;
3.1.4 not use funds held in a CMA to finance your own business; and
3.1.5 ensure that all funds in a CMA meet the definition of ‘Client Money’ set out in CASS.
4. LIABILITY
4.1 Part 7 (Liability) of the General Terms and Condition shall apply to these Service Terms.
5. VARIATION
5.1 We may change the terms of these Service Terms (including the terms of Annex 1) in accordance with the General Terms and Conditions or at any time to comply with any changes in Laws. We will give you written notice of such change.
5.2 We may, at our sole discretion, change the Fees or the Service. We will notify you of the changes.
End of terms and conditions 10th Nov 2025
History and version control for Calmony & Griffin Bank Client Bank Account Terms and Conditions
| Date | Who | Change/Variation |
| 10/03/2024 | Glyn Trott | Version 1.0. Terms for Calmony client bank accounts with Griffin Bank. |
| 16/03/2024 | Glyn Trott |
V 1.1. Added item 26 limiting liability to £50,000 per annum. Can not change/cancel FPS once authorised and sent. |
| 26/06/2024 | Glyn Trott | V 1.2 added item 27 regarding contact from group. |
| 22/07/2024 | Glyn Trott | V 1.3 18.3.4 Payments by open banking request are subject to Faster Payment APP (Authorisation Push Payment) Reimbursement Scheme (PSR) |
| 14/05/2025 | Glyn Trott | V 1.4 added 21.1 term that introduced a 6 month minimum term, and 10.9 term requiring the 24 hour OFSI check. |
| 21/05/2025 | Glyn Trott | Add section 28 explain AML verification process for built in service |
| 27/05/2025 | Glyn Trott | added section 29.0 to include Probate client bank accounts |
| 12/06/2025 | Glyn Trott | Removed reference to AML exemptions as OFSI auto monitoring supersedes the requirement. |
| 10/11/2025 | Glyn Trott | Revised the minimum term from 6 months to 12 month. |