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Definitions

"You" or "Your" means you, the person agreeing to these terms as a sole trader, a representative of a limited company.

"Property Agent" means the person agreeing to the terms as an Estate or Letting agent sole trader or a representative of a limited company or partnership as defined by ss 54 & 55, Housing and Planning Act 2016.

“Non Property Agent” means a limited business or sole trader who is not defined as a letting agent or property manager as defined by ss 54 & 55, Housing and Planning Act 2016.

Non Property Agents can include and not limited to:

- - Any limited company or sole trader business that is not defined as a letting agent or property manager as defined by ss 54 & 55, Housing and Planning Act 2016. For example
    - - Block management companies
      - Build to rent companies
      - Commercial agents or landlords
      - Housing associations
      - Landlords (residential or commercial)
      - Landlord partnerships
      - Right to Manage companies as defined by the Commonhold and Leasehold Reform Act 2002

"Calmony" or “We” means the trading style of agentOS Proptech Group Limited a company registered with Companies House with registration number 05409547 an with its registered office at 13 Lambourne Crescent, Llanishen, Cardiff, Wales, CF14 5GF. Calmony is authorised and regulated by the FCA (Firm Reference Number: 850923) as an Electronic Money Directive (EMD) and Payment Services Directive (PSD) agent.

“Authorised Users” Property Agents and Non Property Agents persons of significant control, employees, independent contractors and any person who are authorised by you to use the Calmonyapp.com or CalmonyPay Services and the Platform.

"BACS File” or “Bulk Payment File” refers to the electronic file format used for bulk payments processing.

“Calmonyapp.com” or "Calmony.agentos.com" means the website or other electronic device application provided and maintained by Calmony.

"Calmony Client Bank Account" means the client bank accounts for receiving and making payments, provided by Griffin Bank.

"Calmony Verify" means a KYC and AML check of your clients, landlords or any other persons but excluding tenants. contractors or government agencies, you are holding funds for in the Griffin Client Bank Account.

"CMP" means a government approved letting agent client money protection scheme approved under the Client Money Protection Schemes for Property Agents (Approval and Designation of Schemes) Regulations 2018.

“Control” has the meaning given in section 1124 of the CTA 2010, and the expression change of Control shall be construed accordingly.

"Griffin" means Griffin Bank Ltd, a bank authorised by the Prudential Regulation Authority (PRA) and regulated by the PRA and the Financial Conduct Authority (FCA). Firm reference number is 970920.

"MLRO" means Calmony's appointed money laundering reporting officer.

“Normal Business Hours” 9am - 5pm BST, Monday to Friday.

"Reconciliation" means comparing the Calmony client bank account statements to either the agentOS.com CRM software or your dedicated system for client account reconciliation, to ensure both financial figures match, including the running balance.

“RSW” means the Rent Smart Wales scheme run by Cardiff City Council under the Housing (Wales) Act 2014.

Any reference to legislation in this agreement includes any relevant subordinate legislation made under it and includes any amendment or re-enactment of that legislation from time to time.

"Standing order" and “Standing Order Instruction” means a recurring payment that you instruct Calmony to make to another bank account on your behalf.

Calmony Client Bank Accounts

1.1 The purpose of the Calmony Client Bank Account is for the receiving and reconciling of clients money, including rents and payments, and for payments out to landlords, tenants, contractors, limited companies, sole traders, HMRC, deposit schemes and payment of customers or estate and letting agents paid invoiced incomes to the agents approved trading account, and paid invoiced incomes to non property agents approved trading accounts.

1.1.1 Calmony can not provide you a client account if you are or operate within;

Adult services or sex shops
Arms dealers
Cash intensive business, e.g. convenience stores, restaurants, retails store, liquor stores, cigarette distributors, vending machine operators, or parking garages.
Casinos
Charities and non-profit organisations
Chemical industry
Crowdfunding platforms
Defence industry
Extractive and mining industries
High value good dealers
Illegal or controlled drug, including cannabidiol products
Independent ATM owners and operators
Money service business
Online dating
Peer to Peer lending businesses
Pharmaceutical and healthcare
Political groups
Precious metals and stones dealers
Private military firms
Scrap metal dealers
Trusts
Used car sales
Virtual assets service providers

1.2 Each account is designated to the Agent or Non Property Agent and named “[Company Name] CA”, 'CA' is an industry standard abbreviation of the words 'Client Account'. The account will have an account number under one of Griffin Banks sort codes.

1.3 In line with the regulatory requirements, 100% of client funds held in a Griffin Client Bank Account are segregated from Griffin Bank Ltd own funds and are held within designated Client Money Bank Accounts with Griffin Bank.

1.3.1 This means 100% of client funds are protected from any risk associated with Calmony's solvency.

1.3.2 This means funds held in the Griffin Client Bank Accounts are covered by the Financial Services Compensation Scheme (FSCA) depositors protection if the institution fails.

Calmony Client Bank Accounts: General

1.4 You will open the Griffin Client Bank account directly with Griffin Bank, and access the accounts via the Calmony.agentOS.com, Calmonyapp.com or via the agentOS.com CRM system.

1.5 Calmony bank account statements for all the Calmony Client Bank Accounts are accessible within the Calmony.agentOS.com, Calmonyapp.com & agentOS.com CRM system in a PDF format and exportable to Microsoft Excel.

1.6 The Griffin Bank

General Terms & Conditions
Support Services Terms
Tripartite Dedicated Client Money Accounts Terms

are appended to (at the bottom of these terms and agreements) and form part of this agreement.

1.7 Funds paid into any Calmony Client Bank Accounts are subject to you, conducting identifications checks of your Payees. Upon request, Calmony can ask you to provide proof of identification check off your Payee to confirm the source of the funds.

Calmony Client Bank Accounts: Standing Order Instructions

1.8 You may initiate a Standing Order with a Calmony Client Bank Account by providing the account name, account number, sort code, payment reference, due date and amount to make the recurring payment to another UK bank account.

1.9 You, not Calmony, are responsible for providing accurate and complete information when setting up the Standing Order Instruction.

1.10 You may change or cancel a standing order at any time by updating the Standing Order Instruction on the Calmony Client Bank Account at least one day prior to the next scheduled payment.

1.11 You, not Calmony, are responsible for any issues as a result of insufficient funds or the cancellation of a Standing Order Instruction. This could include but not limited to, any service disconnection, financial losses or fees incurred by the affected parties, as well as any administrative or logistical challenges that may occur.

1.12 You, not Calmony, will be responsible for communicating if you have insufficient funds or the cancellation of a standing Order Instruction to any relevant parties and ensuring that all necessary steps are taken to address any issues or problems that may result from the cancellation.

1.13 You, not Calmony, are responsible for ensuring that all Standing Order Instructions payments out of your Calmony Client Bank Account are authorised. If you become aware of an unauthorised Standing Order Instruction, you must immediately cancel the Standing Order Instruction.

1.14 In the event of you requesting a Standing Order Instruction payment issue, you shall pay a handling fee of £15 for each payment issue handled by Calmony with respect to the Standing Order Instruction including but not limited to disputes with reference, due date, amount, ‎frequency, non-payment, refunds, complaints, claw back claims and challenges

1.15 You shall indemnify Calmony against any losses, costs, claims, damages, and expenses suffered or incurred by Calmony as a result of or in connection with incorrect or unauthorised Standing Order Instructions payments made from the Calmony Client Bank Account.

1.16 By initiating a standing order Instruction with a Calmony Client Bank Account, you agree to these terms.

1.17 Your continued use of Standing Order Instructions with a Calmony Client Bank Account, after any amendments to this Agreement shall constitute your acceptance of the amended terms.

Calmony Client Bank Account: Interest & Cash Deposits
2.1 The Calmony Client Bank Account is a Client Bank Account where no interest will be paid on money held in the account.

2.2 Cash deposits can not be paid directly to Calmony Client Bank Accounts. To make cash payments to a Calmony Client Bank Account you must;

2.2.1 Pay the cash deposit over the counter at a UK bank and into a UK bank account.

2.2.2 Once the cash deposit has cleared the UK bank account, you can then make an electronic payment to your Calmony Client Bank Account.

AML requirements to open a Calmony Client Bank Account

3.1 To open a Calmony Client Bank Account, we will carry out a full Anti Money Laundering (AML) check on you, any beneficial owners or persons having significant control, constitution members and any directors.

3.2 The information will be collated and submitted to Griffin Bank for AML approval before ANY account can be opened.

3.3 It is your responsibility to provide the details required for AML checks and Calmony will not be responsible for any delays caused by carrying out AML checks.

3.4 Upon request, you may also be required to submit a copy of your AML policies and procedures.

3.5 To open a Calmony Client Bank Account, we will carry out 'adverse media' checks. Adverse media checks are checks of public registers and news publications, and your application may be refused if the 'adverse media' checks relates to financial crime. We may share that information with your governing body or CMP provider.

Property Agent Client Money Protection schemes (CMP) requirements

4.1 Calmony is an FCA registered (850923) Electronic Money Directive (EMD) and Payment Services Directive (PSD) agent.

4.2 Calmony is not a Property Agent and is registered with Companies House as a software developer. Under The Client Money Protection Schemes for Property Agents (Requirement to Belong to a Scheme etc.) Regulations 2018, Calmony is not required to join a government approved client money protection scheme.

4.3 Calmony is not a Client Account Service Provider (CASP) as Calmony does not manage, initiate, manually process or under outsourcing arrangements make the payments or reconcile the client account for you, the Property Agent. Calmony only provides the payment and banking technology, for Property Agents to receive rental monies and make payments out to landlords, tenants, contractors, trading accounts, utility companies and governing bodies. You process your own payments when using the Calmony Faster Payment feature and Google authenticator app to initiate a payment to another UK bank or Building Society account.

4.4 You are required to provide a copy of your CMP or RSW membership certificate annually.

4.5 If you are unable to provide confirmation of CMP or RSW membership within 30 days of a request, Calmony will contact you to give notice that the Calmony Client Bank Account is without CMP or RSW membership and will suspend outgoing payments until CMP or RSW Wales membership in place.

4.5.1 If you are unable to provide confirmation of CMP or RSW membership within 60 days of a request, Calmony will contact you to give notice of the procedure to close the account and return funds to payees and subject to Calmony payment fees.

4.5.2 Terms 21.1 and 21.2 will not apply.

4.5.3 You are responsible for ALL fees associated with return funds to payees.

4.5.4 In the event of closing your Calmony Client Bank Account, for the avoidance of any doubt, the Calmony Client Bank Account is not transferable and you, not Calmony, is not responsible for providing a new PRA/FCA approved client bank account and for arranging the transfer and cancellation of standing orders and other payments to the Calmony Client Bank Account.

4.6 Subject to your government approved CMP governing body and your membership requirements, if you are not required to have CMP insurance with a Calmony Client Bank Account you must provide written confirmation from your CMP provider that CMP cover is not required.

Continued monitoring of AML, use of clients money and CMP membership
5.1 On successful completion of AML checks and opening of Calmony Client Bank Account, Calmony will:

5.1.1 Issue Delegate Access login to Calmonyapp.com platform, and if you are a Property Agent, the ability to make payments from the platform will not be granted until we have received confirmation of your CMP registration and CMP insurance. If you are NOT a property agent, we will upgrade the login to Full Access.

5.1.2 Securely store application documents and AML reports.
5.1.3 Acknowledge within the agentOS Proptech Group Limited Privacy and GDPR Policy that you, a customers of the Calmony Client Bank Account service, that information will be shared and held by Griffin Bank Ltd, Credas.co.uk and Truelayer.
5.1.4 The continued AML monitoring is to ensure Calmony and you meet the requirements for continued use of Calmony Client Bank Account. Calmony use the monitoring service companycheck.co.uk to monitor agents for changes in:

5.1.4.1 Shareholding over 25%, change of directorship or change in person of significant control

5.1.4.2 Adverse credit rating

5.1.4.3 Company name and registered address

5.2 Monitor the funds paid to your approved trading account payee and if transfers exceed 20% of all funds paid into the client account, Calmony will notify you and your registered CMP provider, if you are a Property Agent. The notification will recommend to your CMP provider that a 'Bank Client Funds Assessment' is carried out by The Letting Partnership Ltd, for which you will be required to cover the health check fees. For Non Property Agents the recommendation will be for your chartered or certified accountant to carry our a 'Bank Client Funds Assessment'.

5.3 Calmony monitor payments in and out of over £5,000 of the Calmony Client Bank Account and may contact you to confirm the purpose of payments and confirm that it is in accordance CMP with AML legislation.

5.4 Calmony monitors payments in and out to Payees who are an owner, director, shareholder or person of significant control of the Agent or Non Property Agent.

5.5 Calmony monitors payments out to any payees set as a payee type ‘tenant’. If the total payments out exceeds 3 in a 100 day period, Calmony may require an AML check of the individual.

5.6 Property Agents, Calmony will continue to monitor your membership to CMP scheme. If membership has relapsed, ceased or you’re are struck off, Calmony will contact you to confirm if alternative CMP membership has been obtained. If you do not have active CMP member, Calmony will start the process of closing your Calmony Client Bank Account.

5.7 On an annual basis, Calmony will contact you to provide copies for;

Property Agents of;

CMP membership certificate
CMP accountants report (if applicable)
Confirmation CMP not required (if applicable)
AML policies and procedures (if applicable)

Non Property Agents of;

Right to Manage Companies (RTM) provide a copy of your Claim Notice or Management Agreement, and confirmation of your company house annual accounts submission.
Limited company or sole trader not defined as a letting agent or property manager to provide confirmation of your company house annual accounts submission or self assessment tax submission if a sole trader.

5.8 If you do not provide confirmation of any document set out in clause 5.6 above within 28 days of a request, Calmony will contact you to give notice that the Calmony Client Bank Account is not in compliance and Calmony will suspend outgoing payments until compliance is demonstrated.

Refusal of continued AML checks

6.1 If you, your shareholders, persons of significant control, or directors refuse a continued AML check or are 28 days overdue from a request of information to provide documents or carry out a check, Calmony will suspend ALL payment services on the Calmony Client Bank Account.

6.2 If the request for information to carry out additional AML checks is still outstanding after 60 days Calmony will:

6.2.1 Register the failure on the Calmony (agentOS Proptech Group Limited) risk register.

6.2.2 Instruct the Calmony Money Laundering Reporting Officer (MLRO) to report the risk to Griffin Bank.

6.2.3 Instruct the Money Laundering Reporting Officer (MLRO) to report the risk to your CMP provider or chartered or certified accountant or the National Crimes Agency (NCA).

6.2.4 Process all funds paid into the Calmony Client Bank Account to be returned to the payee account where applicable.

6.2.5 Start the process to close the Calmony Client Bank Account.

Property Agents CMP accountant's report & Non Property Agents accountant's report

7.1 Calmony Client Bank Account can provide upon request a safe guarding letter that details your Calmony Client Bank Account is an PRA/FCA designated client bank account.

7.2 For Property Agents, annual accountant's reports can be provided by a Financial and Client Money Health Check carried out by The Letting Partnership Ltd. These reports are available upon request and are subject to The Letting Partnership's health check fees. The Letting Partnership Ltd will share the report with Calmony.

7.3 For Property Agents, if your annual accountants report is not conducted by the Letting Partnership Ltd, a copy of the annual report is to be submitted to Calmony upon request.

7.4 Non Property Agents are required upon request to submit their annual client account accountants report.

Property Agents and Tenancy Deposits

8.1 You must nominate one or more UK Government approved Tenancy Deposit Protection Scheme provider(s) for Calmony to add as an approved Payee to process and transfer deposits to.

8.2 Deposits can only be held in the Calmony Client Bank Account if they are registered with an approved insured deposit registration scheme. We may ask you to provide evidence of money being held with the relevant scheme on request and you must do so within 7 days of such a request.

8.3 You, not Calmony, are responsible for ensuring tenants deposits are correctly and accurately registered with the assigned deposit scheme and the payment to the custodial scheme (if applicable).

8.4 It is your responsibility to comply with the deposit protection requirements of the Housing Act 2004 and you should ensure that when doing so you allow at least two working days for payments to be sent from your Calmony Client Bank Account to any scheme.

Unidentified payments

9.1 Payments into the Calmony Client Bank Account that can not be identified and reconciled must be returned to the payee source account number and sort code using the Calmony.agentOS.com, Calmonyapp.com or agentOS.com CRM return funds feature within 48 hours.

Calmony Verify, AML checking and 24 hour monitoring of your Payees

10.1 With Calmony Client Bank Accounts, you are required to have an approved Calmony Verify, AML check of all your Payees before you will can make and process a payment.

10.2 Important: Calmony Verify KYC and AML check are required of your clients, landlords or any other persons, but excluding tenants, contractors or government agencies, you are holding funds for in the Calmony Client Bank Account.

10.2.1 Calmony Verified Landlord and Clients who you hold funds for are checked against the Sanctions register every 24 hours.

10.2.2 You, not Calmony, are responsible for archiving inactive landlord/client Calmony Verified Payees. Failure to do this may result an audit to confirm if there are fund being held in your Calmony Client Bank Account for the landlord/client payee. If audit confirms you are not holding funds the audit may be extended to all payees. Audit can result in a pausing of payments while confirming which landlord/client payees you are holding funds for.

10.3 If your customer has a caution on their AML account, then you will be required to confirm with Calmony's Money Laundering Reporting Officer (MLRO) to review the AML check and confirm if payments can proceed.

10.4 If your customer fails an AML, then you will not be able to make and process a payment to them or their UK bank or building society account.

10.5 Payees who are on the Calmony AML Exempt Payee Register currently include:

Government approved deposit schemes
HMRC
Utility companies
Local authorities

10.6 If you need to add a Payee to the Calmony AML Exempt Payee register, you can make an application via the Calmony.agentOS.com, Calmonyapp.com to Calmony's Money Laundering Reporting Officer (MLRO) to review inclusion.

10.7 On opening a Calmony Client Bank Account your existing non landlords and clients (for example tenants and contractors) can be added without an AML under special privilege (grandfathering), subject to;

10.7.1 Providing a special privilege list of Payees with full name, account number, sortcode is submitted to Calmony MRLO officer for review and assessment.

10.7.2 The Payee is not an overseas person with or without UK bank or building society account.

10.7.3 A signed declaration that you have conducted your own AML checks on all person on the special privilege request list.

10.7.4 Existing Payee's who do not pass Calmony MRLO assessment will require an Payee AML check.

10.8 As part of Calmony's FCA Customer Duty, within business hours we aim to complete AML checks within the same day so you are able to make payments, with the exception of weekends and bank holidays.

10.8.1 On weekends, the completion of AML checks can take up to 62 hours when requests are made after 5pm on Friday (aim to approve by 11am on Monday).

10.8.2 On bank holiday Mondays, the completion of AML checks can take up to 86 hours when requests are made after 5pm on Friday (aim to approve by 11am on Tuesday).

10.8.3 On Easter and Christmas bank holiday's, the completion of AML checks can take up to 110 hours when requests are made after 5pm on Thursday (aim to approve by 11am on Tuesday).

10.9 Monitoring of Payees.

10.9.1 Calmony conducts automated monitoring of all new payees added to your account and continuous monitoring of payees with financial activity against the OFSI (Office of Financial Sanctions Implementation) consolidated Sanctions database once a day.
10.9.2 Each payee that requires monitoring incurs a monthly OFSI monitoring fee as detailed in the Calmony fees list.
10.9.3 Calmony automatically contact you on strong matches and will require you to conduct an AML check

10.9.4 Payees showing no financial activity for six (6) consecutive months, Calmony will stop monitoring to avoid unnecessary charges.
10.9.5 Monitoring will automatically resume if a previously inactive payee engages in new financial activity and charge will apply.
10.9.6 Calmony reserves the right to conduct ad hoc reviews of any payee regardless of activity status if suspicious activity is detected or reported.

Overseas Payees & Non Resident Landlords (NRL)

11.1 Property Agents, you, not Calmony, are responsible for landlords with an overseas address, UK care of address, overseas contact details, or overseas bank account details to be registered with HMRC as a Non Resident Landlord.

11.2 You, not Calmony, are responsible for any tax demand from HMRC for the non deduction and payment of NRL tax.

11.3 Calmony Client Bank Account does not and can not accept international payments into the Calmony Client Bank Account.

11.4 Payments for overseas Payees can only be paid into a UK bank, Wise.com EMI or building society account, where an international payment can be made.

Confirmation of Payee
12.1 Before a payment can be made to the payee bank account, you are required to confirm the bank account details the payment is going to are correct.

12.2 In the event of bank account details being edited or changed, a new confirmation of payee check will be required.

12.3 If the confirmation of payee is not an exact match then it remains with you to continue or not. If payment is made to the wrong account, Calmony may not be able to recover the payment.

Security, Payments, BACS, Bulk Payments & Payment Limits

13.1 Calmony Client Bank Accounts are unable to pay any Payee including tenant, landlord, supplier, contractor, deposit scheme, supplier, customer or you if the funds for the payment are not cleared into the Calmony Client Bank Account.

13.2 You will be required to install the Google Authenticator App to Two Factor Authentication authorise faster payments from Calmony Client Bank Accounts.

13.3 You shall indemnify Calmony against any losses, costs, claims, damages, and expenses suffered or incurred by Calmony as a result of or in connection with incorrect or unauthorised payments made from the Calmony Client Bank Account, or Barclays.net BACS payment system.

13.4 You must notify Calmony without delay upon becoming aware of any incorrect or unauthorised payment made from the Calmony Client Bank Account, or Calmony.agentOS.com, and Calmonyapp.com by notifying Calmony and emailing support@calmony.co

13.5 Payment Processing using Calmony Bulk Payments, the BACS File may be used for processing payments for suppliers, tenant, landlord and customer payments, subject to the following conditions:

13.5.1 Providing accurate information within the BACS file, including, but not limited to, account names, account and sort code numbers, payment references, and amounts payable.
13.5.2 Complying with Anti-Money Laundering (AML) and Know Your Customer (KYC) laws, regulations, and guidelines regarding payments to payees.
13.5.3 You, and not Calmony, are responsible for the accuracy and legality of payments processed using the BACS File.
13.5.4 You have permission to make payments to your payees.

13.6 With BACS files errors, Calmony shall not be liable for any errors or omissions in the BACS File or for any actions taken or not taken by you or any third party as a result of the use of the BACS File.

13.7 With BACS File Payment Delays, Calmony shall not be liable for delays with the transferring of funds from yours or yours customers external bank, resulting in your BACS payment not being process on the payment processing date set within your BACS file or due to the lack of cleared funds in your Calmony Client Bank Account.

13.8 Calmony Client Bank Accounts payment limits are subject to your companies trading history and credit status.

13.8.1 If your faster payment, Bulk or BACS payment file exceeds your agreed daily limit, some of your payments will not be processed and, Calmony shall not be liable for delays with the transferring of funds from your Calmony Client Bank Account to yours or your customers external bank.

13.8.1 The default limits for payments are a maximum of £50,000 per payment with a maximum £100,000 of daily payments. Please contact support@calmony.co to request changes to the default limits.

13.9 With changing and cancelling Calmony faster payments;

13.9.1 you cannot recall once authorised

13.9.2 due to their real-time nature, once a Calmony faster payment has been sent it cannot be changed or cancelled.

Payment App and requests for payment

14.1 Calmonyapp.com, Calmony.agentOS.com and agentOS.com CRM system provides a service payagent.app that enables agents to request:

Payments via the Payee's banking app, provided by Modulr open banking services
The setup of a reoccurring weekly or monthly payment via the Payee's banking app and the setting up of a bank standing order provided by Modulr open banking services
Debit card payment provided by Barclays ePDQ services
Credit card payments provided by Barclays ePDQ services

14.2 Calmony provides an SSL point of sale web page for taking payments for the agent's website.

14.3 The banks that currently support open banking payments include:

AIB
Bank of Ireland UK
Bank of Scotland
Barclays
Danske Bank UK
First Direct
Halifax
HSBC
Lloyds Bank
Monzo
Nationwide
Natwest
Revolut
Royal Bank of Scotland
TSB

14.4 The card service providers currently supported by the payment app include:

Visa debit and credit cards
Mastercard debit and credit cards
Maestro

14.5 Payments made via the Payee's banking app will usually clear and be paid into your Calmony Client Bank Account on the same day.

14.6 Payments made using debit or credit cards and processed by Barclays ePDQ services can take between 2 and 3 working days to be paid into your Calmony Client Bank Account.

14.7 No interest is earned by Calmony on card payments held and the agent acknowledges that it is not due any interest on funds.

14.8 Calmony charges are a fixed charge (not a percentage of the transaction) on all open banking single payments and re-occurring payments, and the rate is subject to the Calmony Client Bank Account subscription package you have subscribed to.

14.9 Debit and Credit card payments using the payment app and processed by Barclays ePDQ services are subject to the Barclays epdq terms and conditions and these terms and conditions are appended to and form part of this agreement (available here: https://www.barclaycard.co.uk/business/terms-of-use ).

14.10 Fees for processing payments from payagent.app are detailed on Calmony fees list.

14.11 Payments using the payment app are paid in full to the Calmony Client Bank Account and fees for processing the payment are charged on your Calmony invoice and collected by direct debit.

14.12 Card payments are limited to £3000 per transaction. If a higher limit is required, a request can be made to Calmony where a personal guarantee from a director or other principal of a business for claw back of card payments and all other funds owed under these terms and conditions will be required.

14.13 If for any reason the agent wishes to cancel a single or re-occurring payment, the agent, not Calmony, will be required to notify the Payee to instruct them to cancel the payment from their bank.

14.14 If for any reason the agent wishes to cancel a debit or credit card payment, they must notify Calmony via the Calmony app. Subject to payment scheme timings of Barclay's ePDQ service, Calmony will process the refund ONLY to the original payment debit or credit card.

14.15 Calmony will inform the agent as soon as reasonably practicable of any debit or credit payments cancelled by the Payee.

14.16 If a Payee cancels their payment, Calmony is under no obligation to pay the agent in respect of the cancelled payment and no liability to the agent in respect of the cancellation.

14.17 Calmony is not responsible for any aspect of third party services, including security, availability, support or functionality. The agent and their Payees use such services at their own risk and are responsible for all payments initiated or otherwise affected by such third party services. The payment app displays payer (end user) terms confirming this term and condition.

14.18 Calmony will not be required to provide the Agent with any details regarding any problems found during their or any third party provider’s AML or KYC checks or any fraud checks. Calmony may choose to provide such detail, but will not do so where it would cause Calmony to be in breach of AML or CMP legislation

14.19 Calmony may apply additional checks with the Calmonyapp.com app to reasonably determine if a payment is considered high risk. The agent agrees to respond promptly to any reasonable requests for information in order to facilitate Calmony and Calmony's Money Laundering Report Officer (MLRO) in conducting such checks and acknowledges that any delay in responding may result in suspension of payment services from the Calmony Client Bank Account.

14.20 The agent must notify Calmony without delay (and in any event within 13 months of a processed payment) upon becoming aware of any Unauthorised Payment via online banking app or via debit or credit card by notifying Calmony by emailing support@calmony.co

14.21 Calmony may suspend payments out, if in Calmony's reasonable opinion, such suspension or amendment is required, for example, as a result of excessive or anticipated excessive payments, refunds, pending disputes, deterioration of the agent's financial situation or credit rating, other suspected fraudulent or otherwise suspicious activity related to the agents use of Calmony's payment app. Calmony will notify the agent of such suspension unless to do so would be unlawful.

Fees

15.1 Calmony charges are a fixed charge (not a percentage of the transaction) on all single payments and re-occurring payments requests using the payment.app, and the rate is subject to the Calmony subscription package you have subscribed to.

15.2 Fees for processing payments from the component of the Calmonyapp.com payment.app are detailed on Calmony fees list.

15.3 Calmony Client Bank Accounts charge a monthly account fee, subject to your subscription package. Full subscriptions charges and fees can be found on Calmony fees list.

15.4 A number of transactions of funds paid in and out, transfers in and out of the Calmony Client Bank Account are included in your subscription package. Transactions over the free limits are subject to a per transaction charge.

15.5 Other charges which may be incurred in your use of the Calmony Client Bank Account include confirmation of payee checks and AML checks.

15.6 Calmony Client Bank Account will give 30 days notice of increase in transaction fees, confirmation of payee fees, AML check fees, or Calmonyapp.com payment fees. You will be notified on the Calmony and agentOS invoice emailed to your billing contact.

15.7 Calmony will give 2 months notice to any increase to the monthly subscription fee for the Calmony Client Bank Account, including Free to Paid for subscription packages. You will be notified on the Calmony and agentOS invoice emailed to your billing contact or by billing email contact.

15.8 The Calmony Client Bank Account monthly subscription fee is monthly in advance and payment must be by Direct Debit from the nominated Calmony Fees Account. The Calmony Client Bank Account monthly fee is due from the opening of the account.

15.9 The Calmony Client Bank Account transactions fees for payment in and out, transfer fees, confirmation of payee fee and AML check fee are monthly in arrears and payment must be by Direct Debit from the nominated Calmony Fees Account.

15.10 In the event of a Direct Debit payment not being process or is cancelled, Calmony will contact you to check there has been not technical error and take a manual payment.

15.11 With Calmony Client Bank Accounts, Four (4) days after a Direct Debit payment is outstanding Calmony reserve the right to take Fees owed directly from the account.

15.12 Five (5) days after a Direct Debit payment is outstanding, access to the Calmony Client Bank Account will be suspended until the outstanding payment has been cleared and Direct Debit reinstated.

15.13 In the event of 2 months outstanding invoice for the Calmony Client Bank Account, we will start the process of closing the Calmony Client Bank Account and returning the funds to the Payee source account and sort code.

15.15 Calmony Clients that have dormant Calmony Client Bank Accounts with zero balance on the account and/or no payments in or payment outs within 90 days, your account will be auto upgraded to the next subscription package with no option to downgrade. You will be notified on the Calmony and agentOS invoice emailed to your billing contact or by billing email contact.

15.16. After Calmony has informed you that we intend to auto upgrading the subscription, you will have 7 days to transact through the account to avoid the auto upgrade on the subscription package.

Refund or return of payments

16.1 In accordance with AML good practice, Calmony Client Bank Accounts will only process refunds and return of funds to the payee source account number and sort code.

Payments to Property Agents and Non Property Agents trading account

17.1 Calmony Client Bank Account will only approve payments to an agent's confirmed business trading account.

17.2 Calmony Client Bank Account automatically monitors the payments to the approved trading account. If payments exceed 20% of the total payments in for a 90 day period, Calmony will notify you and if you are a Property Agents your CMP scheme provider recommending a spot check is carried out.

Clawed back funds

18.1 You confirm and understands that a clawback is a reverse transaction that requires funds to be returned from the account to the original source, and clawbacks can be initiated by Calmony, Griffin Bank, UK banks, a government agency, or any other authorised entity.

18.2 With Property Agents, to ensure you and Calmony Client Bank Account meets client account requirements of your client money protection CMP insurance and membership, you, not Calmony will be responsible for any payments made into the Calmony Client Bank Accounts that are clawed back by the payee, payees bank or their card payment issuer.

18.3 We will notify you immediately when Griffin Bank notify Calmony that funds have been clawed back and Calmony will be transferring the sum of the clawed back funds from your Calmony Client Bank Account, in addition:

18.3.1 Calmony can not guarantee to notify you if funds are clawed back.

18.3.2 You, not Calmony, are responsible for any costs associated with the clawback process, including administrative fees, legal expenses, and any other costs incurred by Calmony.

18.3.3 You, not Calmony, are responsible for any costs associated with funds that are paid out before they are clawback.

18.3.4 Payments by open banking request are subject to Faster Payment APP (Authorisation Push Payment) Reimbursement Scheme (PSR) which relates to the prevention of fraud and compensation.

18.3.5 If agentOS receives a claim from a payment request you issued and is required to reimburse, Modulr has a £100 claims excess on the returned funds and a £35 Fraud Administration Free per claim, which agentOS will pass onto you.

18.3.6 AgentOS is required to maintain an APP Fraud Collateral Account with a minimum balance set by Modulr. Is you, not agentOS, receives a claim from a payment request you issued and is required to reimburse, you will be required to contribute to the APP fraud Collateral Account.

18.4 You are required to transfer the clawed back funds from your trading account to the Calmony Client Bank Account by 5pm on the same day to ensure the client account reconciles.

18.5 If the clawed back funds are not received into the Calmony Client Bank Account by 5pm, we will suspend all payments out of the Calmony Client Bank Account meaning no payments can leave the account. In addition, we will record on Calmony risk register a 'non satisfactory event' and will report to you and if you are a Property Agent to your CMP provider the 'non satisfactory event' and recommend a review of the Calmony Client Bank Account.

18.6 In the event of a clawback, Calmony reserve the right to clawback any payments made from your Calmony Client Bank Account to your payee.

18.6.1 You, not Calmony, are responsible for any costs associated with the Calmony Payee clawback process, including administrative fees, legal expenses, and any other costs incurred by Calmony, you or your Payee.

Charges for holding balances

19.1 Calmony reserves the right to pass on any charges incurred by Griffin Bank (such as negative interest charges or account fees for dormant accounts) as a result of holding cash balances in bank accounts.

Your responsibilities
20.1 You are responsible for all activity occurring under your User accounts (logins) to Calmony.agentOS.com, Calmonyapp.com, the Calmony Client Bank Accounts, or agentOS.com CRM system, including but not limited to;

changing bank account details
request for payments
transfers
payments
requesting BACS payments
permissions with AML checks and confirmation of payee checks
fees due to use of Calmony Client Bank Accounts

20.2 You shall notify Calmony immediately of any unauthorised use of any password or accounts or any other known or suspected breach of security or data protection within 24 hours as set out by your obligations under GDPR legislation.

20.3 You may not allow any third parties access to Calmony Client Bank Accounts other than your accountants, auditors, Letting Partnership Ltd and your CMP Scheme provider.

20.4 Calmony will from time-to-time upgrade and modify the Calmony.agentOS.com, and Calmonyapp.com, as a user to the service, you must accept the upgrade or modifications.

20.5 Calmony cannot be held responsible for any losses due to bugs or errors in the Calmony.agentOS.com or Calmonyapp.com. You are responsible for checking any transactions that take place within the Calmony.agentOS.com and Calmonyapp.com and to make sure that bank account payments are correct.

20.6 Calmony reserve the right to limit, suspend or discontinue aspects of the Calmony.agentOS.com or Calmonyapp.com in the event of security breach. We will give reasonable notice of the limiting, suspension or discontinuing, and Calmony cannot be held responsible or liable for any loss or damage suffered by you, whether direct, indirect or consequential.

Minimum Terms and Closing accounts
21.1 Your Calmony Client Bank Account requires a minimum Twelve (12) month contractual term from opening of first account.

21.1.1 Early termination will result in all remaining monthly subscription fees becoming immediately due.

21.1.2 After the twelve (12) month period, the agreement continues into a rolling twelve (12) months commitment term.

21.1.3 You must give thirty (30) days written notice before the end of your current commitment term.
21.1.4 This does not affect Calmony's right to suspend or terminate your account for breach of terms.

21.2 The Calmony Client Bank Account cannot be closed if there is any remaining balance. You must transfer all funds out of the account prior to closure. Any funds remaining in the account after notice of closure will result in continued application of all fees and subscription charges until the account is fully emptied and properly closed.

21.3 In the event of closing your Calmony Client Bank Account, for the avoidance of any doubt, the Calmony Client Bank Account is not transferable and you, or another Bank, or another provider of Griffin Bank Account. Furthermore, Calmony is not responsible for providing a new FCA approved client bank account and for arranging the transfer and cancellation of standing order and other payments to the Calmony Client Bank Account.

21.4 If you are a Property Agent with CMP, when the account is closed we will inform your CMP provider that we not providing a Calmony Client Bank Account and recommend a health check.

21.5 Process for closing an account;

21.5.1 Please email support@calmony.co requesting account closure, and a closure date will be set for the last working day of the following month.

21.5.2 All fees, including the monthly subscription and an estimate of future transaction charges are immediately due.

21.5.3 Calmony will issue an invoice for the future monthly subscription (if applicable) and estimated transaction charges.

21.5.4 All fees due and outstanding are immediately deducted from the account and will included a payment reference 'Bank fees inv XXXXX'. It is your responsibility, not Calmony's, to top up these fees in the account if required.

21.5.5 Once the account is closed, if the estimated transaction charges exceeds actual transaction use, Calmony will issue a refund.

Transferring Legal Ownership of a Calmony Client Bank Account

22.1 In the event of the Property Agents or Non Property Agents business being sold or there being a change in Control, the new entity and owners would be required to go through Calmony application process as set out in clause 3.1 to 3.4 (above).

22.2 In the event of the application is successful the new entity and owners would be required to sign to these terms and conditions. Once signed, Calmony will start the process of moving the Calmony Client Bank Account to the new entity and owners.

22.3 Calmony will rename the designated account to the registered business.

Treating customers fairly policy and complaints

23.1 In line with FCA guidance and Calmony core values, a formal complaints procedure is available.

23.2 If you need to make a complaint then the first stage is to follow Calmony complaints process, full details are on agentOS GDPR, Security and Privacy Policy found here

23.3 If you are not satisfied with our outcome of the complaint, and you believe the complaint relates to the financial service that we have provided, you can refer the complaint secondly to Griffin Bank or to either Financial Ombudsman Service or Financial Conduct Authority.

Non contact, administration & liquidation of your business
24.1 If there is no contact from you or Calmony is informed you have ceased trading and funds or rents continue to be paid into the Calmony Client Bank Account, we will;

Return the funds the originator Payee if the account number and sort code is available on the inbound payment transaction
If you are a Property Agent, liaise with your CMP provider to confirm the action needed for any funds that remains and cannot be returned
If you are a Property Agent, instruct the administrator/liquidator to liaise with your CMP provider regarding access to the Calmony Client Bank Account
Any payments in or out of the Calmony Client Bank Account will be subject to the current transaction fee.

24.2 Calmony will consider a Calmony Client Bank Account to be a dormant account when;

No balance on the account, or
No activity after 6 months, or
Calmony attempts of contact with the account holder go unanswered from month 7 to end of month 9.

24.3 Calmony dormant account policy is once an account becomes dormant, the account will be closed and funds transferred to the dedicated Calmony Client Bank Account named Calmony Dormant Client Account Funds with funds held in the Dedicated Calmony Barclays Client Bank Accounts.

24.5 In the event of a claim to return Calmony dormant account funds, Calmony will require

Confirmation applicant is legally entitle to the funds
Confirmation of payees funds belong to if client funds
No outstanding Calmony subscription or transaction fees

Once the Return of Dormant account funds requirements have been met, funds will be transferred to a nominated account for non client funds or to a client account for client funds.

Suspicion of AML and CMP activity reporting process
25.1 Any suspicion of AML or CMP activity will be reported to Calmony money laundering report officer (MLRO), who will review and record the details on the Calmony risk register.

25.2 The MLRO will check with the person reporting:

Who is under suspicion and who are the connected parties?
What is the reason for suspicion?
When and what are the details?
What explanation was given by the client (if applicable) for the decision taken?

25.3 The MLRO will add the details, dates, times, and amounts to Calmony risk register, including any documentation. Then the MLRO will contact you, the agent to explain a suspicion has been raised and that we are legally duty bound to review.

25.4 The MLRO will explain why the risk has been raised and check with you, the agent to understand the circumstances and if you have taken the correct due diligence checks.

25.5 If the review outcome requires no action, then the outcome decision is recorded on the Calmony risk register and the report is closed.

25.6 If the suspicion remains, the conclusions are added to the risk register and reported to the National Crime Agency (NCA) via communication@nca.gov.uk (AML suspicion), if you are a Property Agent your CMP provider (CMP suspicion), your chartered or certified Accountant and you.

25.7 You, and not Calmony, are responsible for any and all fines for any breach in AML regulations.

25.8 Calmony's Whistle Blower and CMP reporting policy enable employees to directly report to CMP scheme if they suspect suspicious activity, without seeking permission or approval from Calmony's MLRO officer.

Limit of Liability

26.1 Calmony we will not be liable to you or your Authorised Users whether in contract, tort, misrepresentation, restitution, under statute or otherwise, howsoever caused including by negligence and/or arising from a breach of these terms and conditions for more than £50,000 in any consecutive period of twelve months.

General

27. Calmony is part of agentOS Proptech Group Ltd and we may contact you regarding the Groups other software, apps and services.

Anti-Money Laundering (AML) Checks and Processes

28.1 By accessing and using the AML check functionality via Calmonyapp and AgentOS.com and/or its API connections, you agree to adhere to these standardised AML verification protocols without exception, as no bespoke verification processes are available.

28.2 All AML checks conducted through Calmony adhere to current regulatory requirements and follow the established AgentOS AML Approval Process as defined below:

28.3 Identity Verification

28.3.1 You confirm that UK driving licenses, UK passports, and International passports are the only acceptable identity documents for verification.

28.3.2 You acknowledge that invalid, expired, or blurred identification documents will automatically result in rejection of the entire AML check without client consultation.

28.3.3 You agree that name corrections to match identification documents do not require client consultation.

28.4 Liveness Verification

28.4.1 You understand that verification photos must be clear and match the provided identification document.

28.4.2 You acknowledge that absent, blurred, or non-matching verification photos will automatically fail the entire AML check without client consultation.

28.5 International Sanctions and PEPs

28.5.1 You agree that sanctions close matches require client consultation before approval or rejection.

28.5.2 You confirm that sanctions loose matches may be marked as "pass" with appropriate notation.

28.5.3 You acknowledge that PEP matches may remain as "Caution" status and be approved without client consultation.

28.6 Standard Checks

28.6.1 You accept that electoral register absence will typically generate cautionary alerts that do not require client consultation.

28.7 Proof of Ownership

28.7.1 You understand that "No name match" or "out of hours" results will remain as "Caution" without requiring client consultation.

28.8 Credit Status

28.8.1 You acknowledge that CCJs or negative credit scores will automatically result in rejection of the entire AML check without client consultation.

28.9 Bank Account Checks

28.9.1 You confirm that partial matches or "no matches" for certain banks may remain as "Caution" without requiring client consultation.

28.10 Right to Rent Checks

28.10.1 You agree that checks will pass only when a Home Office report is available and matches the applicant's name.

28.10.2 You acknowledge that absence of a Home Office report will result in rejection of the entire AML check without client consultation.

28.11 UK Digital Identity Trust Framework

28.11.1 You understand this verification works only with UK passports and will remain in "Caution" status without requiring client consultation.

28.12 AML Check Escalation

28.12.1 You are required to refer any uncertain AML checks to your company's Money Laundering Reporting Officer (MLRO) for review.

28.12.2 You acknowledge that Calmony and AgentOS cannot be liable for AML assessment decisions made by your company's MLRO.

28.13 Calmony and AgentOS grants you a non-exclusive, non-transferable right to use the AML Check functionality solely for your own business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Calmony and AgentOS.

28.14 You confirm you are responsible for the accuracy of your data and have the necessary statutory data permissions (GDPR) for conducting AML checks.

29.0 Probate Client Accounts.

29.1 For each probate client account opened, the Account Holder must complete full identity verification as the funds held within such accounts constitute their professional fees and disbursements in accordance with the administration of the estate.
29.2 The Account Holder acknowledges and agrees that:

29.2.1 All funds held in probate client accounts remain subject to their professional fee agreements with the estate;
29.2.2 They must maintain accurate records of all fees and disbursements relating to each probate matter.

29.3 Executor Verification Requirement

29.3.1 The Executor(s) of the estate must be fully Calmony verified before any account operations can commence, as the Executor has legal control over the estate and authority to direct all payments.
29.3.2 Verification of Executors requires the Grant of Probate or Letters of Administration to be uploaded to the payee record
29.3.3 Where multiple Executors are appointed, all Executors must be verified unless the Grant of Probate specifically authorises individual Executors to act independently.

29.4 Ultimate Beneficiary Verification

29.4.1 Before any distribution payments can be made from probate funds to beneficiaries, all ultimate beneficiaries must complete full Calmony AML (Anti-Money Laundering) verification.

29.5 Account holders requirements.

29.5.1 Must maintain records of all verification documentation;
29.5.2 Report any suspicious activity in accordance with money laundering regulations.
29.5.3 Agrees to cooperate fully with all AML requirements and acknowledges that we reserve the right to request additional information or documentation at any time to satisfy our regulatory obligations.

What does agentOS cost?

A complete overview of agentOS monthly subscription plans, ongoing charges, and add-on feature costs.