Spend Smart
Terms and Conditions

This policy was last updated on: 25th March 2025.
This policy will take effect on: 25^th March 2025

1. THESE TERMS

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1.1 By using the Spend Smart app (‘App’) and our Services you agree to these legal terms (‘Terms’) applying between you and Hyperlayer Limited (‘Hyperlayer/us/we’) in relation to your use of our Services and that English law and courts will apply. These Terms are made in the English language. Please read these Terms carefully and contact us if anything is unclear.

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 1.2 Under these Terms we will provide you with a prepaid Spend Smart card for your own use. These Terms will be solely and exclusively between you and us.

 2. WHO WE ARE AND HOW TO CONTACT US

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2.1 Our company information. The App and the Services are operated and managed by Hyperlayer Limited, which is registered in England and Wales with its registered office at: Hyperlayer Limited, 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ and company number 10130583.

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2.2 Hyperlayer Limited (Firm Reference Number: 902842) is a registered EMD agent of Modulr FS Limited, a company registered in England and Wales with company number 09897919, which is authorised and regulated by the Financial Conduct Authority as an Electronic Money Institution (Firm Reference Number: 900573) for the issuance of electronic money and payment services. Your account and related payment services are provided by Modulr FS Limited

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2.3 How to contact us. You can contact us by: 

• using the chat feature in the App or on our website; 
• sending us a message through WhatsApp to +447869 332624;
• emailing us at: Smart.Support@hyperjar.com
• sending a letter to us at Hyperlayer Limited, 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.

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2.4 How we will contact you. We’ll contact you via the App or using the contact details (phone and email) that you provided when you registered – please keep these up to date in the App. By using the App, you agree to receive electronic communications from us. If we have reasonable concerns either about the security of your Spend Smart account Spend Smart card(s), or any suspected or actual fraudulent use of any of them, we will contact you via telephone, email, or both (unless contacting you would be unlawful or compromise our reasonable security measures). 

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2.5 Additional documents. The following additional documents and should be read in conjunction with these Terms: 

• Modulr Introduced Client Terms of Business. These govern the usage of the electronic money account that is issued to you as part of this agreement and should be reviewed;
• Modulr Terms Explanatory Note. This provides more information about your account and should be reviewed; 
• our privacy policy – we are committed to protecting and respecting your privacy. Our privacy policy explains how we will store, use and share your Personal Data and how you can control and delete it;
• our cookie policy – this provides information about the ‘cookies’ on our website;
• acceptable use policy – this sets out restrictions relating to our Services;
• FAQs – answers to common questions and ‘How To’ guides.

2.6 How to get a copy of these Terms and the Modulr Introduced Client Terms of Business. You can see the most current version in the App or on our website www.hyperjar.com. You can download a copy at any time and keep them for future reference. If we need to send you information in a form you can keep, we will either send you an email or provide information on our website that you can download. Please keep copies of all communications we provide to you. 

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2.7 Hyperlayer opperates other products and services under different trading names. We refer to HyperJar in these T&C’s, a separate App and set of services Hyperlayer offers to customers in the UK. Hyperlayer uses a shared support model across these services and allows interoperability of these services as allowed by the T&C’s.

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3. WHO CAN HAVE A SPEND SMART ACCOUNT?
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3.1 Age restrictions. You must be at least 16 years old and resident in the UK to have a Spend Smart account. By downloading the App and registering for the Spend Smart account you confirm that you are 16 or older.

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3.2 Getting to know you. We carry out customer due diligence checks on you, and any parties involved in your transactions, in accordance with applicable law. If we ask you to, you agree to promptly provide evidence of your funding sources. You must provide us with complete, accurate, and up to date information at all times. We will not be responsible for any loss arising out of your failure to do so. You agree that we may make, directly or using a third party, any inquiries we believe are necessary to validate information you provide to us, including checking commercial databases or credit reports.

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3.3 You can only have one Spend Smart account or HyperJar account. If we discover that you have more than one Spend Smart and or HyperJar account, at our discretion we may either merge or close any duplicate accounts or terminate all of your accounts if we reasonably believe you have opened them in order to bypass any restrictions in the Services. 

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3.4 Your transactions. You can only use the Spend Smart account to carry out transactions for yourself, not on behalf of any other person or legal entity. You also cannot allow anyone else to operate your Spend Smart account on your behalf. This term does not affect Jar sharing (see section 15). If we reasonably suspect that you are using your Spend Smart account for someone else or for business transactions we may close your account (as set out in section 23). 

4. USING YOUR SPEND SMART ACCOUNT – ELECTRONIC MONEY 

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4.1 You can use your Spend Smart account to: 

• hold, send or receive electronic money; 
• pay bills with participating merchants using electronic money; 
• make advance payments by committing them to participating merchants (as set out in sections 6 and 15). 

4.2 The Spend Smart account includes an electronic money account. This electronic money account is separate to any advance payments that you have made to participating merchants. Any funds in your Spend Smart account that have not been committed to a participating merchant as advance payments will be held as electronic money. The electronic money is issued to you (and held) under these Terms by Modulr FS Limited (‘Modulr’), a company registered in England and Wales with its registered office Scale Space White City, 58 Wood Lane, London W12 7RZ, UK and company number 09897919. Modulr is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (firm reference 900573) to issue electronic money and provide payment services. Hyperlayer is an agent of Modulr (firm reference number 902842) and enters into these Terms with you to distribute and redeem electronic money on behalf of Modulr. 

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4.3 Electronic money: 

• will not expire, except when you close your Spend Smart account – see section 24 for more details; 
• will not earn any interest or rewards; 
• can be withdrawn at any time subject to certain conditions – see section 13for more details; 
• will belong to the person that is registered as the holder of the Spend Smart account. 

4.4 Your Spend Smart card. A prepaid Spend Smart card in contactless and/or virtual form is linked to your Spend Smart account for your use. The Spend Smart card is issued to you under these Terms by Monavate Limited (‘Monavate’) pursuant to a licence from Mastercard International Incorporated. Monavate is registered in England and Wales with its registered office at Suite EF38, The Officers Mess Business Centre Royston Road, Duxford, Cambridge, CB22 4QH and company number 12472532. Monavate is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (register reference 901097). 

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4.5 Spend Smart does not directly hold or process any of your money. Spend Smart does not issue or hold electronic money, or provide payment services, but distributes and redeems electronic money on behalf of Modulr. Any obligations owed to you under these Terms or under financial services regulation relating to the issue or holding of electronic money, the provision of payment services, or the Spend Smart card, are owed by Modulr and Monavate respectively, and not by Spend Smart. 

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4.6 FSCS does not apply. You acknowledge that the UK’s Financial Services Compensation Scheme (‘FSCS’) does not apply. Your Spend Smart account are not bank accounts and are not covered by the FSCS. Any electronic money in your Spend Smart account is held by Modulr in segregated accounts held at the Bank of England and may be at risk if Modulr becomes insolvent. Please see our FAQs on how your money is protected. 

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4.7 Limits. There are limits that apply to your use of your Spend Smart account, and Spend Smart card(s) and we also place restrictions on certain transactions, including how often and where you can use the Spend Smart card. Please see our website for a full list of the applicable restrictions and limits. 

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4.8 More information. For more information about your Spend Smart account and its key features, see our FAQs.

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5. USING YOUR SPEND SMART ACCOUNT – ADVANCE PAYMENTS AND HYPERVOUCHERS

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 5.1 Paying in advance for a HyperVoucher. Using your Spend Smart account you can pay participating merchants in advance (“advance payments”): 

• for goods and services that they will provide to you at a later date. In return for committing this advance payment to a merchant, merchants may provide rewards and discounts to you as outlined in the merchant’s terms and conditions (referred to in section 5.3);
• for goods and services that they will provide at a later date to someone you send an advance payment to. 

5.2 Hyper Voucher participating merchants. Participating merchants appoint Hyperlayer as their agent to manage the processing and settlement of advance payments and redemptions on their behalf. Hyperlayer has no responsibility or liability for the merchant’s offers, its HyperVouchers, goods or services, or any related disputes or refunds. We do not act for you, or contract with you, under these Terms in relation to the Hyper Vouchers or any related rewards or discounts. Your contract is only with the participating merchant. 

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5.3 The merchant is the promoter and operator of its advance payment offers and the issuer of its Hyper Vouchers. In the ‘Shops’ section of the App you can browse all available offers from participating merchants. The merchant is solely responsible for its offers and the terms and conditions that apply, as well as for its HyperVouchers and the goods or services it provides. You or Shared Jar Member need to agree to a participating merchant’s terms and conditions to commit an advance payment to a Jar with that merchant. Each advance payment committed by you, or your permitted Shared Jar Member to the merchant creates a separate contract between you or your permitted Shared Jar Member and the merchant. 

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5.4 Merchant responsibility for advance payments. The merchant is responsible for any advance payments committed to them and held in the form of HyperVouchers. The merchant has sole responsibility to honour such advance payments by allowing you and Shared Jar Member(s), to purchase goods and services from its participating outlets and online in accordance with its offer terms. The advance payments are an amount that you, or your Shared Jar Member(s) have prepaid to the merchant as full or part payment for goods or services that the merchant will provide in the future – they are not regulated or protected as electronic money. Please see our FAQs on how your money is protected. 

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5.5 Spending advance payments. Advance payments committed to a merchant (and any accrued rewards) must be spent with that merchant. It is not possible to return funds held by a merchant to your Spend Smart account unless stated otherwise in any cancellation right stated in the applicable merchant offer terms. It is also not possible to transfer them to another participating merchant. 

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5.6 Transfer of Hyper Vouchers. HyperVouchers can be transferred to another Spend Smart or HyperJar user (and between users) subject to the applicable merchant’s terms. To transfer a HyperVoucher, you (or Shared Jar Member) enter the name of the Spend Smart or HyperJar user that is to receive the HyperVoucher and follow the steps in the App. You or your permitted Shared Jar Member are responsible for entering the correct recipient details and once confirmed the instruction cannot be cancelled. If you transfer a HyperVoucher to another Spend Smart or HyperJar user, we will no longer consider the funds to be yours. For more information see our FAQs. 

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5.7 How to make an advance payment. You can make advance payments to purchase a HyperVoucher by topping up your Spend Smart account first (if necessary) and then committing money to that merchant. a Shared Jar Member may also make advance payments as noted in section 15. 

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6. REWARDS 

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6.1 Rewards. From time-to-time Spend Smart or our participating merchants may offer you rewards. These can be related to purchasing HyperVouchers or for performing some other in-App activity such as ‘claiming’ a money off incentive that can be used with participating merchants when you purchase goods or services using your Spend Smart card. You can browse all such available offers in the ‘Shops’ section of the App. Rewards are not electronic money and they are not convertible into cash. Rewards (and the right to accrue rewards) are transferable to another Spend Smart account unless stated otherwise in the applicable merchant offer terms. 

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6.2 Reward terms. You need to agree to the reward terms and conditions to receive a reward (which will be available to view in the App), including how to redeem the reward and any restrictions that may apply. The reward terms will create a separate contract between you or your permitted Shared Jar Member and the promoter of the reward. 

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6.3 Merchant responsibility for rewards that it is the promoter of. Our participating merchants are solely responsible for their offers, the rewards they make available in the App and any terms or restrictions that apply, as well as for the goods and services they provide. Spend Smart has no responsibility or liability for any such merchant offers, rewards, goods or services, or any related disputes or refunds. 

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7. GIFT CARDS 

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7.1 Purchasing gift cards. You can purchase gift cards from various retailers in the App by topping up your account and using that money to make the purchase. 

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7.2 Gift card terms. To purchase a gift card you will need to agree to terms and conditions displayed by the retailer. These terms will describe conditions related to usage and redemption of the gift card and will vary by retailer. 

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7.3 Issues with a gift card. If you experience any issues with using the gift card please refer to the retailer’s terms and conditions on their website or contact their customer services. 

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7.4 Liability. We are not liable to you if you purchase a gift card and: - You fail to use it before the expiry date; - No longer want or intend to use the gift card; - The item you wish to purchase from the retailer is not available; - The retailer you have purchased the gift card from ceases trading; - You are unhappy with the product you purchased from the retailer. You must liaise with the retailer to return, replace or obtain a refund for any product purchased.

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8. CASHBACK 

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8.1 Earning cashback. From time to time, we may offer cashback. The way that you can earn cashback will be presented to you at the time of offer. The amount of cashback you receive will be shown at the time of the offer in the App; this may differ for each offer and may vary from time to time. We reserve the right to cap the amount of cashback you can earn. Please see here for a full list of the applicable restrictions and limits. 

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8.2 Spending cashback. Cashback earned will typically be added to your wallet or a Jar and you can spend as with any other money you have in your account. From time to time some merchants may pay out cashback in a form that can only be spent at that retailer. This will be made clear in at time of offer, and in the terms and conditions provided by the specific retailer.

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9. ABOUT THE SPEND SMART CARD 

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9.1 The Spend Smart card is a prepaid card. It is not a guarantee card, charge card, debit or credit card. The Spend Smart card can be activated by following the instructions in the App. 

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9.2 Your (spend. You spend advance payments committed to a participating merchant and accrued discounts and rewards, by using the Spend Smart card and PIN in store and online. You can also use the Spend Smart card and PIN (as required) to access any electronic money in your Spend Smart account to pay for goods and services in store and online anywhere Mastercard is accepted, even if the retailer is not a participating Spend Smart merchant. Please note that Spend Smart does not allow transactions at certain merchant types; these are listed in our FAQs. 

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9.3. Your authorisation. You agree that any use of (i) your Spend Smart card, card number or PIN constitutes your authorisation and consent to a transaction 

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9.4 What happens if the Spend Smart card expires? The Spend Smart card has an expiry date, which is printed on it. When it expires, the Spend Smart card will stop working. We may send out a new card before the expiry date if you have used your Spend Smart card in the last six months and it has a positive balance of advance payments with merchants, or any electronic money. 

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9.5 Replacement Spend Smart card. If you do not receive a replacement card and want to continue using the Spend Smart account, you can contact Customer Support using the chat feature in the App and request a new Spend Smart card at any time within the 6-year period from your last activity in the Spend Smart account. A fee may apply for replacing the Spend Smart card – see here. After 6 years of inactivity your Spend Smart account will be deleted, and you will need to apply again if you want to use the Services. 

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10. CHANGES TO THESE TERMS 

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10.1 Notice period. We may change these Terms by giving you two (2) months’ written notice. You will be considered to have accepted the proposed changes if you do not terminate these Terms by cancelling your account within the App as set out in section 23, or by giving us written notice, during the notice period. 

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10.2 Immediate changes. We may also make some changes immediately, without notice, if they: 

• are required by law (we’ll give you as much notice as reasonably possible); 
• relate to the addition of a new service or extra functionality of the App or our Services and do not affect terms relating to the existing Services. 

10.3 If you don’t agree to changes You should stop using the App and any Spend Smart cards associated with your Spend Smart account. If you keep using the App or Spend Smart card(s) from the effective date of any new terms, we will consider you have accepted the change. 

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11. SPEND SMART FEES 11.1 Fees for using the account. Spend Smart reserves the right to charge for the use of the account or Services. Any applicable fees charged by Spend Smart regarding the Spend Smart account and Spend Smart card are set out here. 

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11.2 We reserve the right to charge fees for withdrawing cash at ATMs. Spend Smart reserves the right to charge a fee for cash withdrawals. The applicable fees and limits associated with your Spend Smart account and the App are set out here. 

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12. LOADING MONEY INTO YOUR SPEND SMART ACCOUNT 

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12.1 £ Sterling only. Payments made into your Spend Smart account must be made in £ Sterling and be from a UK bank account; we do not accept payments from non-UK bank accounts. 

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12.2 Paying in. You can load electronic money into your Spend Smart account by depositing money from a UK bank account into your Wallet. This method of loading your Spend Smart account is provided by third parties (e.g. your bank) and is not part of our Services. We may add additional methods of loading, or stop offering existing methods, at any time without notice to you. 

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12.3 Crediting your account. We will credit your Spend Smart account as soon as possible when we receive your money, subject to our rights set out in section 25 and our right of reversal. If we exercise our rights under section 24, or the money you intended to load does not reach us within a reasonable time, we may need to reverse the transaction and deduct any electronic money we have already credited to your Spend Smart account. If you do not have enough electronic money in your Spend Smart account for us to make this deduction, you must reimburse us as soon as possible, as set out in section 13.2. 

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13. MAKING PAYMENTS, TRANSFERS AND WITHDRAWALS 

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13.1 Sufficient funds. You must have enough funds to cover the full amount of any payment, transfer, or withdrawal. We may decline any instruction if your Spend Smart account does not have sufficient advance payments or electronic money, if you exceed any applicable limits, or in accordance with section 21. 

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13.2 Obligation to repay. There cannot be a negative balance in your Spend Smart account. Some transactions that take your Spend Smart account below zero may still go through. If that happens, you must repay the amount owing to us immediately, without requiring notice from us to do so. If you do not, we may suspend your use of your Spend Smart account. We may also take other reasonable steps to recover the amount owing to us (such as taking legal action or using debt collection services) and charge you for the cost of these services. 

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13.3 Confirming and cancelling. You successfully complete device and App security and follow the steps in the App to make payments, transfers and withdrawals. You will be prompted in the App to confirm the details of the payment, transfer or withdrawal and once confirmed you cannot cancel your instruction. You can also use your Spend Smart card and PIN instore and online to make payments, as noted in section 9.2. 

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13.4 Deduction of funds. We will deduct the amount of your payment, transfer, or withdrawal immediately. If you are making an advance payment to a participating merchant, transferring electronic money to another registered Spend Smart user, or using your Spend Smart card to pay for goods or services online or in-store, we will credit this amount to the merchant or Spend Smart user as soon as possible. 

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13.5 Withdrawing funds. The methods of withdrawing funds out of your Spend Smart account are provided by third parties (e.g. the bank where you have your bank account) and are not part of our Services. We do not have any control over the amount of time it may take for a recipient’s bank or payment provider to credit funds to the recipient but would generally expect this to take less than three Business Days. 

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13.6 Additional methods. We may add additional methods of withdrawing, or stop offering existing methods, at any time. 

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14. RECEIVING TRANSFERS 

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14.1 Receiving transfers. You can receive a transfer into your Spend Smart account from another registered Spend Smart user, or from any third party that sends you electronic money through our website. We will credit your account with any such transfer (whether it is a transfer of electronic money or HyperVoucher) as soon as possible, subject to our right of reversal. 

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14.2 Deductions. You agree that we may need to deduct any transfer you receive if: 

• the sender, or any relevant payment services provider, reverses the transaction; 
• the sender made the transfer by mistake, or; 
• we exercise our rights under section 24. 

15. SHARING JARS 

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15.1 Sharing Jars. When you create a Jar in your Spend Smart account you are the Jar Owner. As a Jar Owner you can decide to share your Jars. When you do this, you become the Shared Jar Owner and the people you share the Jar with become Shared Jar Members. You can allow Shared Jar Members that you have given permission to, to: 

• in the case of an electronic money storage Jar, transfer electronic money into the Jar;
• in the case of a Jar you have opened, commit an advance payment into the Jar for a reward or accept other types of merchant rewards or the transfer of an advance payment from another Spend Smart user. 

As provided in section 5, any contract in relation to the advance payment committed to your Jar by a Shared Jar Member is between the Shared Jar Member and the merchant, and not Spend Smart. You may also permit Shared Jar Members to link their Spend Smart card to the Jar and spend some, or all, of either the electronic money or the advance payment and any accrued discounts and rewards in the Jar (as applicable). 

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15.2 Shared Jar permissions. If you permit Shared Jar Members to access and share your Jars, you can set certain permissions for each Shared Jar Member, including: 

• if they can spend from the Jar and, if so, how much they can spend; 
• if they can receive and redeem other types of rewards, and;
• what information they can see within the Jar. 

15.3 You acknowledge. If you permit Shared Jar Members to access your Jars you acknowledge and agree that: 

• Shared Jar Members have the authority to spend from the Jar up to the limit you have set for them, which may be more than the amount of electronic money that they have transferred to the Jar or the amount of the advance payment that they have committed to the Jar;
• we will deem any transfers into and out of the Jar to have been authorised by you; 
• we will rely on the authority you have granted to these Shared Jar Members, and you will be bound by their actions, until you cancel or otherwise change their access to the Jar in the App; 
• we may refuse access to a Shared Jar Member if we are concerned about unauthorised or fraudulent access; and 
• we have no responsibility or liability in the event of any dispute between you and any Shared Jar Members that you have permitted to access your Jar: you do so at your own risk. 

15.4 Shared Jar funds, Shared HyperVouchers and Rewards ownership. Any electronic money, HyperVouchers, cashback or any other type of reward in a Shared Jar will belong to the Shared Jar Owner. You acknowledge that if you transfer your electronic money, HyperVoucher, cashback or any other type of reward or advance payment to a Jar owned by another Spend Smart user: 

• we will no longer consider the funds to be yours; 
• any electronic money, advance payments or any accrued discounts and rewards in the Jar may be transferred by the Shared Jar Owner to another Jar, to another Jar with the participating merchant, or to another Spend Smart user’s Jar (as noted in section 5.6), that in each case you may not have permission to spend from. You are not able to make such transfers yourself; 
• the electronic money, advance payments or any accrued discounts and rewards in the Jar, or outside the Jar may be spent by the Owner, or by other participating Spend Smart customer that they have allowed to access the Jar, and this may prevent you from spending it yourself (even if you have permission to do so); 
• you will not be able to access any electronic money, advance payments or any accrued discounts and rewards in a shared Jar (including any transferred or committed by you) if you do not have permission to spend from the Jar, or this permission is removed or limited by the Shared Jar Owner at any time; and 
• Spend Smart has no responsibility or liability in the event of any dispute between you and the Shared Jar Owner or any other Shared Jar Member. You agree to be a Shared Jar Member, transfer electronic money, commit advance payments and receive and redeem rewards at your own risk. 

15.5 Limits and controls. Any limits or restrictions applicable to Jars that you open in your Spend Smart account also apply to any Jars that you elect to share. These limits are not increased when you share your Jar. 

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16. COLLECTION JARS 

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16.1 Collection Jars. A Collection Jar is a special type of Shared Jar, owned by one Collector, that will receive money from Contributors who may or may not be Spend Smart customers. If you set up a Collection Jar and act as a Collector, you acknowledge that: 

• only you, as the Collector, can spend from the Collection Jar; 
• you are responsible for the money in the Collection Jar;
• you are able to share the Collection Jar with other Spend Smart customers, and the terms outlined in section 16 will apply; 
• if we are unable to allocate a payment from a Contributor to your Collection Jar, we will credit your wallet, and you are responsible for moving the money to the Collection Jar; 
• Collection Jars have an expiry date. In the event that a load/deposit arrives after the expiry date, we will credit your wallet; 
• we reserve the right to set limits on the Collection Jar, including but not limited to the number of payments in, and the maximum balance in the Collection Jar. Please see here for a full list of the applicable restrictions and limits;
• we reserve the right to close your Collection Jar and move any money in it to your wallet;
• we may charge for use of Collection Jars. Any applicable fees are set out here. 

17. KEEP YOUR ACCOUNT AND CARD SAFE 

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17.1 Keep your Spend Smart account safe. Always keep your device, your Spend Smart card, card number, CVV, and PIN, and the passcode to your Spend Smart account, safe and secure and do not share your Spend Smart card, or allow anyone else to access your Spend Smart account. Please see our FAQs for more detail of how to keep your account safe. 

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17.2 Compromised account. Contact us if you suspect your Spend Smart account may be compromised using the chat feature in the App or on our website immediately (and freeze your Spend Smart account) if: 

• you think your Spend Smart account may be used without your authorisation or is otherwise compromised (for example, if your device is lost or stolen) or;
• someone else finds out the passcode for your Spend Smart account 

17.3 Compromised card. Contact us if you suspect your Spend Smart card may be compromised or if your or their Spend Smart card is lost, stolen, used without your authorisation or otherwise compromised, or someone else finds out the PIN, you must as soon as possible:

• block the Spend Smart card(s) from use in the App; and 
• contact us using the chat feature in the App or on our website to arrange for a replacement. 

17.4 Check transactions regularly. All your transactions are displayed in the App in the activity section of your Spend Smart account. You must contact us immediately using the chat feature in the App if you see transactions that you don’t recognise or that look wrong. We might be able to refund money you have lost if the transaction is due to our mistake, fraud, or errors with your transaction (see section 21.7). If you don’t tell us about any unauthorised or incorrectly initiated or executed transactions immediately, and at the latest within 13 months from the transaction, you may not be entitled to have any errors corrected or money refunded. You also may not be able to claim a refund if: 

• you have broken these Terms; 
• you gave us incorrect instructions for the transaction (we may reasonably assist you to recover the funds, where possible, but do not guarantee that this would be successful); or 
• any losses are not the direct result of our action. 

17.5 You must not misuse our App: 

• don’t try to access the App using a method other than the interface and the instructions that we provide, for example by using automated means without our permission (including harvesting bots, robots, spiders, or scrapers); 
• don’t do anything that could disrupt, disable, overburden, or damage the App, and; 
• don’t upload viruses or other malicious code. 

17.6 Your right to reimbursement if you’re the victim of an APP (Authorised Push Payment) scam. On 7 October 2024, new rules from the Payments Systems Regulator (PSR) come into force, giving you the right to be reimbursed if you fall victim to an APP scam. Not everyone is automatically eligible for reimbursement. Please refer to the Modulr Right to Reimbursement Explainer document, here.

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18. YOUR LIMITED LICENCE TO USE THE APP

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 18.1 Right to use the App. Our Services, including the App, contain software, technology, confidential information and other content that is protected by intellectual property rights and other laws. We license the right (a personal, revocable, non-transferable, non-sublicensable and non-exclusive licence) to use the App to access our Services provided you comply with these Terms and any applicable rules of the app store provider or operator (App Store and Google Play). 

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18.2 We remain the owners of the App. do not have any right to our Services, including the App, other than to use them in accordance with the licence granted in section 19.1. Except as allowed by law or by Spend Smart, you cannot use, distribute, reproduce, modify, copy, adapt, publish, translate, create derivative works from, transfer, loan, rent, sell, publicly perform or publicly display any part of our App, Services, or included platform or software. You also cannot reverse engineer, decompile, disassemble or attempt to extract the source code of that platform or software. 

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19. ABOUT THE APP 

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19.1 App updates. Software updates for the App may be issued through App Store or Google Play from time to time. In some cases (for example if there are security risks), you may not be able to use the App until you (or they) have installed the updated version and accepted any new terms. 

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19.2. Spend Smart’s responsibilities. Other than as expressly set out in these Terms, we do not make any specific promises about the App. For example, we do not make any commitments about the content within the App, the specific functions of the App or its accuracy, reliability, availability or ability to meet your needs. We do not guarantee that our Services will be uninterrupted or that they will always be available. Occasionally, we may have to interrupt the use of the App; if we do, we will restore access as quickly as we can. We cannot guarantee that the App will be free from bugs or viruses, or never be faulty. 

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20. WHAT ABOUT OTHER PEOPLE’S RIGHTS? 

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20.1 Third-party rights. We respect other people’s rights and expect you to do the same. You cannot use our Services, including the App, in any way that infringes or violates Spend Smart’s or anyone else’s copyright, trademark or other intellectual property rights or otherwise breaks any applicable law. 

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20.2 Third-party content. The App displays content that we do not own, and we are not responsible for. Branding, trademarks, service marks, logos and content used in the App may belong to Spend Smart or someone else, such as a participating merchant. You may not use content from any of our Services, including the App, unless you get permission beforehand from us or the owner of the content, or you are permitted by law. 

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21. LIABILITY

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21.1 Foreseeable loss and damage. We are responsible to you for foreseeable loss and damage that we cause. We will be responsible to you for any loss or damage you suffer that is a foreseeable result of us breaking these Terms, or of our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Terms were agreed, both we and you knew it might happen. 

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21.2 Limits on liability. We do not exclude or limit our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, or for fraud or fraudulent misrepresentation. 

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21.3 We will not be liable or responsible: 

• for any act or omission of a participating merchant, including a participating merchant failing to honour an offer or reward they are the promoter of or HyperVoucher they are the issuer of;
• for the advance payments committed to a participating merchant; 
• for the goods or services purchased with your Spend Smart card(s); 
• for any content or advertising material in the App that is provided by participating merchants. Participating merchants are responsible for ensuring all their content is accurate and lawful; 
• if any retailer (not just a participating merchant) fails to accept the Spend Smart card payment; 
• if you have misused your Spend Smart account, or Spend Smart card(s) or acted fraudulently; 
• for any business losses. If you use the App for any commercial or business purposes we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity; 
• if for any reason our Services are unavailable at any time, or;
• for websites or apps linked to, and from, our website, including any content on them. Any obligations owed to you under these Terms or under financial services regulation relating to the issue or holding of electronic money, the provision of payment services, or the Spend Smart card, are owed by Modulr and Monavate respectively: Spend Smart will not be liable for their acts or omissions. 

21.4 Your liability to us. You will be responsible to us for any loss or damage we suffer that is a foreseeable result of you breaking these Terms, failing to comply with applicable law, or misusing our Services. In the unlikely event of any losses, claims, costs or liabilities arising out of any or all of the following, you agree to compensate us and our affiliates and hold us harmless for your breach of these Terms or any applicable law, or your use or misuse of our Services. 

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21.5 Neither of us will be liable to the other for: 

• any loss or damage that is not foreseeable; 
• any loss or damage that is not the direct consequence of your or our respective act or omission, or;
• things that are outside of your or our respective reasonable control. 

21.6 Deducting money from your account. We can deduct money from your Spend Smart account if you owe us money. You agree that we have the right to deduct from the electronic money in your Spend Smart account any amounts that you and/or they owe us from time to time. If you do not have enough electronic money in your account to repay the amount you and/or they owe, we may take other reasonable steps to recover this amount (such as taking legal action or using debt collection services) and charge you for the cost of these services. 

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21.7 Our liability to you for unauthorised payments or our mistake. If any unauthorised transaction is due to our error, we will on your request immediately correct the error and refund the payment or withdrawal (if relevant). This shall not apply: 

• where any of the following are lost, stolen or used without your authorisation: your device, your Spend Smart account, or its passcode, the Spend Smart card(s) or PIN. You will be liable for the first GBP £35 of any unauthorised payments if we believe you should have been aware of the loss, theft or unauthorised use. We will not hold you liable for the first GBP £35 if the unauthorised payment was caused either by our act or omission, or those of a third party expressly carrying out activities on our behalf. Your liability for the first GBP £35 also does not apply to any unauthorised transactions made after you have notified us (using the details we’ve given you) that your Spend Smart account, or Spend Smart card(s) may have been compromised; 
• if you have acted fraudulently, in which case we will not refund you in any circumstances; 
• if you do not promptly notify us of security issues (for example loss of your Spend Smart card), you will be liable for any losses you incur up to the time you notify us; 
• if you have with intent or gross negligence compromised the security of your Spend Smart account or Spend Smart card or failed to comply with your obligations to use them in accordance with these Terms. In these cases you will be solely liable for all losses, or;
• if you don’t let us know about the unauthorised or incorrect transaction within 13 months from the date of the transaction. 

22. COMPLAINTS

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 22.1 Merchant complaints. If your dispute or complaint is in relation to a participating merchant’s offer, rewards, or goods or services you purchased from a participating merchant or any other retailer with your Spend Smart account, or Spend Smart card(s), you must settle it with that merchant or retailer. Your contract is with the merchant, not Spend Smart, and the merchant’s terms and conditions will apply. 

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22.2 Spend Smart complaints. If you have a complaint about the Spend Smart Services or any Spend Smart rewards that we are the promoter of, please contact us using our customer complaint procedure shown on our website. If you’re still unhappy, you can refer your complaint to the Financial Ombudsman Service if it is in relation to your electronic money account – their website is: www.financial-ombudsman.org.uk. 

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23. HOW TO CLOSE YOUR ACCOUNT 

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23.1 Closing your account. You can close your Spend Smart account at any time by contacting Customer Support using the chat feature in the App or by using the close account feature in the App. You will need to repay any money owe us before you close your account. We will terminate your Spend Smart account and the Spend Smart card(s) and transfer any remaining electronic money in your Spend Smart account to your chosen UK bank account. As part of closing your account you must destroy any physical cards you have. You may be liable for any transactions that take place on your physical cards after your account is closed. 

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23.2 Withdraw your funds. If you still have electronic money in your Spend Smart account when you close your account:

• you should withdraw the electronic money in accordance with section 14 either before you close the account, or within a reasonable period of time following its closure; 
• we will maintain your account for 6 years from the date of closure and you can contact us to withdraw the electronic money during this time. At the end of the 6-year period we will donate any remaining unclaimed electronic money to a charity of our choice. 

23.3 Advance payments. Any advance payments that have been committed to a merchant cannot be returned unless stated otherwise in any cancellation right stated in the applicable merchant offer terms. You must spend any such advance payments at that merchant (or you must transfer the value of them to another Spend Smart user) before you close your account. 

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23.4 Rewards will expire. Any rewards you have accrued with a participating merchant or with Spend Smart, but not redeemed, cannot be transferred unless stated otherwise in the applicable offer terms, and will expire when your Spend Smart account is closed. 

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23.5 HyperVouchers. The balance of any HyperVouchers in your account must be redeemed or transferred to another Spend Smart user before you close your account otherwise you will lose those funds. 

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24. WHEN WE CAN SUSPEND, CLOSE OR BLOCK YOUR ACCOUNT 

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24.1 Ending these terms with notice. We may end these Terms by giving you two months’ notice. We may give you two months’ notice at any time that we are closing your Spend Smart account or any associated Services and ending these Terms. 

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24.2 Ending these terms without notice. We may end or suspend these Terms without notice in certain circumstances. We may without notice suspend or close your Spend Smart account and the Spend Smart card(s) immediately at any time, or block any transactions, if: 

• we suspect criminal activity on your account, or that your account is being used fraudulently; 
• you receive funds from other Spend Smart accounts that we suspect are being used fraudulently; 
• we believe, in our sole discretion, that your use of your is harmful to our business or our users; 
• we reasonably believe you are using your account to sell products or services, or to receive funds, at a frequency that is incompatible with personal usage; 
• we reasonably believe you are in breach of applicable law; 
• we are legally required to do so; 
• we reasonably believe you have broken these Terms or gone over any applicable limits; 
• you have given us false information; 
• you have been abusive to anyone at Hyperlayer, Hyperjar or Spend Smart; 
• you have not accepted changes to these Terms; 
• we suspend or stop all, or part of, the Services; 
• we have reasonable concerns about the security, or unauthorised use, of your Spend Smart account, (including any Jar you have shared with a Shared Jar Member) or the Spend Smart card(s), or;
• your Spend Smart account has a negative balance, and you haven’t repaid the amount owing to us. 

24.3 Unclear instruction. We may also block any transaction if the instructions are unclear, incomplete or contain an error. 

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24.4 Giving you notice. We will give you notice of suspension where possible. We will give you notice of any suspension and the reasons for such suspension as soon as we can, either before the suspension is put in place, or immediately after, unless it would compromise our reasonable security measures or be otherwise unlawful. We will lift the suspension as soon as practicable once the reasons for the suspension have ceased to exist. 

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24.5 Registered but not activated. If you have registered for, but not activated or used, your Spend Smart account, or Spend Smart card(s) within 12 months from registration, your Spend Smart account will become inactive, and we may close it. If we close your account, you will need to reregister for a new account. 

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24.6 Account inactivity. If you do not use your Spend Smart account for 12 months, your account will become inactive, and you will no longer be able to access it. If you have electronic money, advance payments committed to a merchant in your Spend Smart account, we will maintain your account for 6 years from the date your account becomes inactive. You can contact us to reactivate your account to withdraw the electronic money, spend any such advance payments (or transfer the value of them to another Spend Smart user), use any rewards you have accrued with the relevant participating merchant during this time. At the end of the 6-year period: 

• we will close your account if it is still inactive and donate any remaining unclaimed electronic money to a charity of our choice; and 
• you will lose any remaining advance payments committed to a merchant, as set out in sections 23.3 and 23.4; any rewards you have accrued, but are not redeemed, will expire. 

24.7 When these Terms end you will not be able to use the App. All rights granted under these Terms shall cease and you must immediately delete or remove the App from your device. 

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25. WHAT ELSE DO I NEED TO KNOW? 

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25.1 Transferring these Terms. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in advance in writing. We can transfer these Terms, or any right or obligation under these Terms, at any time by giving you two months’ notice. This does not affect your rights to close your account as set out in section 23. 

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25.2 Third party rights under these Terms. You acknowledge and agree that Modulr has the right to enforce these Terms directly against you in relation to your electronic money account. Save for Modulr, these Terms are not intended to grant rights to anyone except between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the Terms or make any changes to these terms. 

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25.3 Even if we delay in enforcing these Terms, we can still enforce them later. We may choose to ignore it if you break the Terms, or we may choose not to enforce a particular term. But even if we do this, we can still choose to enforce that term or take action because you break that or any other term in the future. 

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25.4 Mobile network charges. The App may require the use of data access and text messaging and you are responsible for any charges that your mobile network provider may apply. 

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26. DEFINITIONS

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“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks are open for business in London. “Shared Jar Member” means a registered Spend Smart user that has been given permission by a Shared Jar Owner (the person who created the Jar) to access and share a Jar that the Shared Jar Owner has opened under their account, as stated in section 16. “Shared Jar Owner” means a registered Spend Smart user that shares a Jar they are the owner of, as stated in section 16. “HyperVoucher” an advance payment made to a merchant partner. A HyperVoucher is transferable to another Users and may have associated rewards linked to it. “Jar Owner” means a registered Spend Smart user that opens a Jar in their Spend Smart account. “Personal Data” means any information that can be used to personally identify you, including information you give to us when you register (e.g. email address) and any information that we collect as you use the App. “Services” means the products, content, features, technology, functions and services provided by Spend Smart, including the App, our websites and any other online, offline, or mobile products and services on or via any platform or technology. “Wallet” means the digital wallet within the App that is used to hold electronic money in your Spend Smart account before you choose to move some or all of it into another Jar, for example by making an advance payment to a participating merchant. We use Modulr to provide services for the wallet such as (i) provide your pay-in sort code and account number; (ii) receive the payments into your wallet; and (iii) hold your e-money until it is spend using your Spend Smart Card or you make an advance payment. These services are covered by the Modulr terms and conditions shown here. ”Collection Jar” is type of Shared Jar owned by one Collector that will receive money from Contributors who may or may not be Spend Smart customers. ”Collector” means the owner of a Collection Jar used to gather money from others for an agreed purpose. “Contributors” are people who pay money into a Collection Jar.

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