L&Z DIRECT DEBIT CLIENT TERMS

These Client Terms set out the basis on which L&Z will provide Direct Debit services to Clients of Modulr whereby Collection Requests may be submitted through Modulr’s interface and processed by L&Z, with the Total Sum Cleared (defined below) being remitted to the Customer’s Modulr Account (defined below). L&Z will share information about the collections effected for the Client with Modulr for the purposes of operating the service. All communications including notices between L&Z and the Client shall be made by email via Modulr. L&Z and the Client shall collectively be referred to as the “Parties” and individually as a “Party”.

1. INTERPRETATION

1.1. In these Terms the following expressions shall bear the following meanings:-

a) “Accounting Month’’ shall be calculated by reference to the first day to the last day of each calendar month.
b) “Business Day” means a day other than Saturday, Sunday or public holiday in England, when banks in London are open for business.
c) “Bacs” means Bankers Automated Clearing System.
d) “Client” means the person or firm who is a customer of Modulr and purchases services relating to the Direct Debit Scheme fromL&Z.
e) “Collection Request” shall mean a request made by the Client, in the agreed format, to L&Z using an interface made available by Modulr to effect the collection of any number of individual monetary sums due in any Accounting Month. A Collection Request may effect either single or multiple collections.
f) “Customer” means an individual or business using the Client’s services.
g) “Data Protection Laws” means the General Data Protection Regulation (EU) 2016/679 ("GDPR"); EU Directive 2002/58/EC on privacy and electronic communications, as transposed into domestic legislation of each Member State; and any applicable decisions, guidelines, guidance notes and codes of practice issued from time to time by courts, supervisory authorities and other applicable government authorities; in each case together with all laws implementing, replacing, amending or supplementing the same and any other applicable data protection or privacy laws.
h) "Direct Debit Scheme" means the service provided by L&Z whereby payment by the Customer for services provided by the Client are collected by means of a Direct Debit facility operated and managed by L&Z.
i) “Electronic Customer Application Form” means a form required by Bacs to set up a paperless direct debit containing Customer data including the Customer’s name, address, bank account and sortcode.
j) “Failure(s)” means any act of default by the Customer in making any payment due directly to the Client or indirectly to the Client through L&Z or any other third party, agent or intermediary or failure by the Customer to adequately and timeously complete an Electronic Customer Application Form incorporating an instruction to its bank or building society to pay direct debits or the Customer becoming insolvent as prescribed by the Insolvency Act 1986 or compounding with its creditors or passing a resolution or having proceedings commenced against it for its administration or liquidation or the appointment of a receiver manager administrator or administrative receiver in respect of all or any part of the Customer's assets or undertaking, or withdrawal of the Customer’s consent to the collection of direct debit transactions.
k) “Fees” means the sum or sums due to L&Z, which accrue in respect of all requested collections processed by L&Z together with any additional services during the AccountingMonth.
l) “Indemnity Claim(s)”’ means a claim for reimbursement made in accordance with the BACS rules and submitted by the Customer to the Customer’s bank.
m) “Invoice Balance” means the credit incurred by the Customer.
n) “L&Z” means London & Zurich Limited (registered in England and Wales number 03279428) whose registered office is at 5 The Courtyard, 707 Warwick Road, Solihull, B91 3DA. London & Zurich Limited is authorised and regulated by the Financial Conduct Authority, authorisation number 712747 for the provision of payment services.
o) “Modulr” means Modulr FS Limited (registered in England and Wales, company number 09897919) at 1 Hammersmith Broadway, London, W6 9DL or Modulr Finance Limited (registered in England and Wales, company number 09897957 1 Hammersmith Broadway, London, W6 9DL and is registered agent of Modulr FS Limited.
p) “Modulr Account” means the account held in the name of the Client with Modulr FS Limited provided in accordance with the Modulr Agreement.
q) “Modulr Agreement” means the agreement between Modulr and the Client for the provision of Modulr products including an account.
r) “Personal Data” means personal data as defined in the Data Protection Legislation relating to the Customers.
s) “Service User Number” or “SUN” means the user number allocated to the Client under which the Client can submit Collection Requests and direct debit collections will be processed.
t) “Terms” means these Client terms between L&Z and the Client.
u) “Total Sum Cleared” means all monies obtained from the Customer, net of any failed collections and Indemnity payments, and cleared through the L&Z Bacs facility not hitherto accounted for by L&Z to the Client.

1.2. In these Terms:-

a) The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa; the headings are inserted for convenience only and shall not affect the construction of any provision.
b) A document referred to herein as being "in the agreed form" shall be in the form of the document agreed and signed on behalf of the parties.

1.3. In these Terms all references to the L&Z Bacs facility shall be construed as meaning the Bacs facility of any London & Zurich Limited Group company.

2. TERM

2.1. These Terms shall commence on the later of (i) the date on which these Terms are agreed by the Client, and (ii) the date on which L&Z approves the Client and (subject to earlier termination as hereinafter provided). These Terms shall remain in force for a minimum period of twelve (12) Months (“Initial Period”) and shall continue thereafter unless and until terminated by the Client giving L&Z not less than one (1) months prior written notice or by L&Z giving the Client not less than four months prior written notice, such notice in either party’s case to expire on or at any time after the end of the Initial Period.

3. OBLIGATIONS OF L&Z

3.1. L&Z will carry out set up services to allocate a Service User Number for the Client and will advise the Client via Modulr of the SUN.

3.2. On receipt of an Electronic Customer Application Form L&Z will set up a Customer wishing to use the Direct Debit Scheme. L&Z will apply for payment of the Invoice Balance on receipt of a Collection Request submitted by the Client. Subject to clauses 3.3, and 3.4., L&Z will submit all Collection Requests and Electronic Customer Application Forms received prior to 23.59 on a Business Day to Bacs no later than the next Business Day.

3.3. L&Z may refuse to process a Collection Request or Electronic Customer Application Form if it has reasonable grounds to suspect the security of the Modulr interface or the Client’s user credentials, or it suspects there has been unauthorized or fraudulent use of this direct debit service. In such instance, L&Z shall give written notice to Modulr on behalf of the Client setting out the reasons for the refusal either before the scheduled submission time or, if it is unable to do so, immediately afterwards, unless providing such notification would compromise reasonable security measures or is unlawful.

3.4. L&Z shall notify Modulr on behalf of the Client at the earliest opportunity of any other refusal to initiate or execute a Collection Request and shall include the reasons for the refusal and the procedure for rectifying any factual errors that led to the refusal in such notice, provided that such notification is not unlawful.

3.5. Within four (4) Business Days of receiving cleared funds L&Z shall account by means of bank transfer to the Client's Modulr Account for the Total Sum Cleared.

3.6. L&Z shall monitor the receipt of payments received from a Customer and notify Modulr on the Client’s behalf of any payments that are not made when due.

3.7. In the event of L&Z becoming aware of a Failure, L&Z shall notify Modulr on the Client’s behalf. L&Z shall use all reasonable endeavours to provide success and failure information on the Business Day after the collection date, and will provide any additional information on the following Business Day. L&Z will notify Indemnity Claims received prior to 23.59 on a Business Day no later than the next Business Day.

3.8. At the Client’s request during the term of these Terms L&Z will provide a copy of these Terms and any additional information required by applicable law.

3.9. Complaints regarding the service provided by L&Z can be sent to Modulr Customer Services. L&Z shall deal with any complaints made by the Client in accordance with its published complaints policy, this is available at https://www.londonandzurich.co.uk/complaints-policy/. In most cases L&Z, through Modulr, will provide a full response by email to the Client’s complaint within fifteen (15) Business Days after the date your complaint is received. In exceptional circumstances where L&Z is unable to respond in full to the Client’s complaint, L&Z will inform the Client (via Modulr) of this giving L&Z’s reasons for the delay and the timeframe within which the Client will receive a full reply, which in any event shall be within thirty-five (35) days of the date L&Z received the Client’s complaint. If L&Z fails to resolve the Client’s complaint to the Client’s satisfaction the Client may, subject to eligibility) refer its complaint to the Financial Ombudsman Service (Exchange Tower, London E14 9SR, phone 0800 023 4567). Details of the service offered by the Financial Ombudsman Service are available at www.financial-ombudsman.org.uk.

3.10. L&Z will process up to two Collection Requests on behalf of the Client in each Accounting Month which will not attract any additional cost. The submission of any additional Collection Requests in each Accounting Month will be subject to additional fees.

4. OBLIGATIONS OF THE CLIENT

4.1. The Client shall send to L&Z an Electronic Customer Application Form as specified by L&Z from time to time in order to set up collections from the Customer.

4.2. The Client shall use its Service User Number in Collection Requests in order for transactions to be executed.

4.3. The Client shall submit Collection Requests via the interface provided by Modulr prior to 23.59 on a Business Day not less than two (2) Business Days prior to the collection date. By submitting the Collection Request via the interface, it is deemed to be authorised by the Client. Once the Collection Request is submitted, it cannot be revoked.

4.4. The Client warrants that any sum submitted to L&Z for collection from the Customer is due and owing by the Customer to the Client and that any invoice issued will be made available to L&Z if requested.

4.5. The Customer must not include any sums disputed at any time between the Customer and the Client as a sum to be collected by L&Z until such dispute is resolved to the Customer’ssatisfaction.

4.6. Where L&Z is advised of any Failures or is required to repay any sum or sums to the Customer under its Bacs obligations, these Failures and Indemnity Claims will fall immediately due for reimbursement from the Client to L&Z and the Client indemnifies L&Z in respect of any such sums. L&Z reserves the right to deduct any such sums from future payments made to the Client under clause 3.2 of these Terms.

4.7. The Client appoints L&Z to act as its agent for the collection of sums due from the Customer to Client.

4.8. If requested, the Client will forward copies of all invoices due between the Customer and the Client to L&Z.

4.9. The Client shall ensure that its terms and conditions of trading in connection with providing or distributing services to the Customer shall not in any way conflict with or prejudice the timing and methods of L&Z collecting payments from the Customer in accordance with these Terms or any of the other provisions of these Terms and in the event and to the extent that such conflict or prejudice exists the Client shall forthwith rectify and remedy the conflict or prejudice by amending the said terms and conditions and shall be responsible for all losses, damages, claims, demands proceedings liabilities and costs that are directly incurred by L&Z as a result of the existence of any such conflict or prejudice.

4.10. The Client shall notify L&Z without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of the credentials used by it to access the Modulr services for the purposes of initiating Collection Requests.

4.11. The Client shall notify L&Z without undue delay upon becoming aware of any transaction which has been incorrectly processed or settled by L&Z.

4.12. Notwithstanding the termination of these Terms for any reason the terms set out in clause 4.9 shall continue to apply in respect of any amounts which L&Z may be obliged to repay in respect of any Failures or under its Bacs obligations and whether during the subsistence of these Terms or after its termination.

4.13. The Client will use the Direct Debit Scheme only for its own, internal business purposes, and will not resell them or otherwise make them available to any third party. The Client will not permit any third party to access the Direct Debit Scheme, except its accountants or such other third-party access is expressly agreed to in writing by L&Z.

5. PAYMENT

5.1. Fees are chargeable for the direct debit service provided by L&Z and each direct debit transaction processed. The Fees are set out in the Modulr Agreement and shall be charged by Modulr in accordance with terms set out in the Modulr Agreement. L&Z has authorised Modulr to agree Fees with the Client and collect such Fees on its behalf. The Fees shall be communicated by Modulr at such time the Client applies for this direct debit service. All fees and charges are exclusive of VAT at the prevailing rate, which shall be charged thereon.

5.2. Fees shall be collected by Modulr from the Customer’s Modulr Account on L&Z’s behalf.

5.3. In the event of default in payment of the Fees by the Client L&Z shall be entitled, without prejudice to any other right or remedy which L&Z has under these Terms, to charge interest on the amount outstanding at the rate of 5% above the base rate of Barclays Bank Plc from time to time in force throughout the period the amount is outstanding.

6. TERMINATION

6.1. Either party may terminate these Terms without prejudice to its other remedies forthwith by notice in writing to the other if the other either:-

a) Commits a breach of these Terms provided that if the breach is capable of remedy the notice shall only be given if the other shall not have remedied the same within one month of having been given notice in writing specifying the breach and requiring it to be remedied; or
b) Is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of L&Z or the Client under the Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed of its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the reasonable opinion of L&Z or as the case may be the Client reasonably considers means that the other may be unable to pay its debts. In such circumstances, L&Z may, at its sole discretion, retain any funds it may be holding from receipts from Customers until such times that it believes that it is no longer at risk from Indemnity Claims, Failures or any other monies
it may be due accruing from earlier collections carried out on behalf of the Client.

6.2. L&Z may terminate these Terms forthwith by notice in writing to the Client if:

a) The agreement between L&Z and Modulr terminates such that Modulr is no longer authorised to offer the services to Clients; or
b) The Client ceases to hold a Modulr Account.

6.3. Upon termination of these Terms by notice pursuant to clauses 2, 7 or 16 or subclauses 6.1 and 6.2, L&Z shall cease to collect and subject to clause 6.1(b) shall account for any further monies due to the Client pursuant to subclause 3.1 and shall render invoices for all services performed in respect of the period up to such termination and shall account to the Client in respect of any monies held by L&Z on behalf of the client.

7. FORCE MAJEURE

Neither party shall be in breach of these Terms if there is any total or partial failure of performance by it of its duties and obligations under these Terms occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, power failure, failure of BACS or other cause beyond the reasonable control of either party. If either party is unable to perform its duties and obligations under these Terms as a direct result of the effect of one or more of such causes such party shall give written notice to the other of such inability stating the cause in question. The operation of these Terms shall be suspended during the period (and only during the period) in which the cause continues to have effect. Forthwith upon the cause ceasing to have effect the party relying upon it shall give written notice thereof to the other. If the cause continues to have effect for a period of more than one month the party not claiming relief under this clause shall have the right to terminate these Terms upon giving one (1) Accounting Month’s written notice of such termination to the other party, but such notice shall not take effect if the other party gives notice within that Accounting Month that the cause has ceased to prevent the operation of these Terms.

8. LIABILITY

Each Party’s entire aggregate liability under these Terms or in any way related to the services supplied hereunder will be limited to direct damages in an amount equal to the Fees charged (via Modulr)for the use of this direct debit service in the three months prior to the event giving rise to the liability. The foregoing limitation shall not apply (i) where L&Z can be shown to have failed to exercise reasonable care in the performance of its obligations pursuant to these Terms and such failure results in death or personal injury, (ii) in relation to liability arising under the collection indemnity in clause 15.

Each Party shall not be liable for any special, indirect, incidental or consequential damages arising from or related to the Agreement or in any way related to the services and any software provided hereunder, including loss of revenue, profits or data (including due to a virus or otherwise), failure to realize expected savings, or claims against the Client by any third party, even if L&Z is advised of the possibility of such damages in advance.

Each Party shall not be responsible for any failure to perform due to any events beyond such Party’s control (including failures of the Internet).

Each Party's liability, whether under these Terms for loss or damage to the other Party's tangible property caused by the negligence of such Party’s officers, employees, contractors or agents shall not exceed the Fees.

Except as otherwise provided in these Terms, the Client expressly agrees that L&Z shall not be liable for any loss (however occurring (including, but not limited to, the negligence of L&Z), arising from or related to:

a) the Client’s failure to properly activate, integrate, secure or provide the Client’s Modulr Accounts;
b) fraudulent transactions processed (other than by L&Z personnel, for which L&Z shall remain responsible and fully liable to the Client);
c) disruption of L&Z services, systems, server or website by a third party (including, without limitation, DDOS attacks, software viruses, Trojan horses, worms, time bombs, or any other technology);
d) actions or inactions by any third party (including, without limitation, a merchant service provider, payment processor or bank); or
e) the limitation of the functioning of any L&Z services or software, hardware, or equipment associated therewith, or (f) a failure by Modulr to meet its obligations to the Client or L&Z.

L&Z makes no representation, warranty or guarantee whatsoever in relation to third-party products or services. The Client’s use of third-party products and services is at the Client’s own risk. L&Z assumes no responsibility and expressly disclaims any liability for claims of loss and/or fraud incurred resulting from the use of or conclusions drawn from any third-party product or service, regardless of whether or not L&Z is a reseller of, or has referred to customer, such product orservice.

9. SOFTWARE AND DATA

The Client acknowledges that L&Z will provide the Direct Debit Scheme using L&Z’s payment management software – eBACS Suite (the “Software”). At all times L&Z and/or its affiliates will own all intellectual property rights (including copyright) in the Software, including all intellectual property rights in any software (other than any third-party components) to which remote access may be provided as part of the Direct Debit Scheme, and all upgrades, enhancements and modifications to them. At all times the Client shall own all intellectual property rights in any data
entered or submitted by the Client by means of the Software Services (the “Client Data”). The Client will have sole and exclusive responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. The Client will not send or store infringing, obscene, threatening, libellous or otherwise unlawful or tortious material, including material that is harmful to children, violates third party privacy rights, includes malicious code, or that will interfere with the integrity of the Software. L&Z will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. L&Z hereby indemnifies and shall keep the Client indemnified against any and all liabilities, costs, expenses, damages and losses and professional costs and expenses on a full indemnity basis) suffered or incurred by the Client arising out of or in connection with a third party claim for intellectual property rights infringement arising from the use by the Client of the Software. Nothing in this clause shall restrict or limit the Client's general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

10. DATA PROTECTION

10.1. The parties agree that the Client is a data controller and that L&Z is a data processor for the purposes of processing Personal Data.

10.2. L&Z shall only process Personal Data for the purposes of carrying out its obligations under these Terms and shall not process, transfer, modify, amend or alter the Personal Data or disclose or permit the disclosure of the Personal Data to any third party other than to Modulr or Bacs or in accordance with the Client’s documented instructions unless processing is required by applicable law to which the L&Z is subject, in which case the L&Z shall to the extent permitted by such law inform the Client of that legal requirement before processing that Personal Data.

10.3. L&Z shall immediately inform the Client if, in its opinion, an instruction given by the Client infringes Data Protection Laws.

10.4. The Client warrants to and undertakes with L&Z that all Customers have been or will be provided with appropriate notices and information to establish and maintain for the relevant term the necessary legal grounds under Data Protection Laws for transferring the Personal Data to L&Z to enable L&Z to process the Personal Data in accordance with these Terms.

10.5. L&Z shall treat all Personal Data as strictly confidential and shall inform all its employees, agents, contractors and/or sub-processors engaged in processing the Personal Data of the confidential nature of such Personal Data.

10.6. L&Z shall implement appropriate technical and organisational measures to ensure a level of security of the Personal Data appropriate to the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed.

10.7. The Client authorises L&Z to engage sub-processors to process Personal Data provided that L&Z enters into a written agreement with each sub-processor containing data protection obligations no less protective than those in these Terms with respect to the protection of Personal Data to the extent applicable to the nature of the services provided by such sub-processor and provided that L&Z shall make available to the Client the current list of sub-processors and notify the Client in advance of any new appointment. The Client may object to L&Z’s use of a new sub-processor by notifying L&Z promptly within ten (10) Business Days after receipt of L&Z’s notice and shall have the right to terminate these Terms.

10.8. L&Z shall without undue delay, and in any case within three (3) Business Days, notify the Client if it receives a request from a data subject under any Data Protection Laws in respect of Personal Data, including requests by a data subject to exercise rights in chapter III of GDPR, and shall provide full details of that request.

10.9. L&Z shall co-operate as reasonably requested by the Client to enable the Client to comply with any exercise of rights by a data subject under any Data Protection Laws in respect of Personal Data and to comply with any assessment, enquiry, notice or investigation under any Data Protection Laws in respect of Personal Data or this Agreement, which shall include:

a) the provision of all information reasonably requested by the Client within any reasonable timescale specified by the Client in each case, including full details and copies of the complaint, communication or request and any Personal Data it holds in relation to a data subject;
b) where applicable, providing such assistance as is reasonably requested by the Client to enable the Client to comply with the relevant request within the timescales prescribed by Data Protection Laws; and
c) implementing any additional technical and organisational measures as may be reasonably required by the Client to allow the Client to respond effectively to relevant complaints, communications or requests.

10.10. In the case of a personal data breach, L&Z shall without undue delay notify the personal data breach to the Client providing the Client with sufficient information which allows the Client to meet any obligations to report a personal data breach under Data Protection Laws.

10.11. L&Z shall, at the Client’s request, provide reasonable assistance to the Client with any data protection impact assessments and any consultations with any supervisory authority of the Client as may be required in relation to the processing of Personal Data by L&Z on behalf of the Client.

10.12. L&Z retains records of collections after termination of these Terms in order to deal with Indemnity Claim(s) and in connection with clause 4.8. To the extent that Personal Data is not required for this purpose, upon request made by the Client within thirty (30) days of the earlier of: (i) cessation of processing of Personal Data by L&Z; or (ii) termination of the Agreement, L&Z shall return all Personal Data to the Client. After such thirty (30) day period, L&Z shall securely dispose of Personal Data and delete all copies of it (except to the extent that any applicable law requires the Supplier to retain a copy of such Personal Data) and the Client acknowledges that L&Z will have no obligation to maintain or provide such Personal Data.

10.13. L&Z shall make available to the Client on request all information necessary to demonstrate compliance with these Terms and Data Protection Laws and allow for and contribute to audits, including inspections by the Client or another auditor mandated by the Client of L&Z’s premises.

10.14. L&Z shall not (permanently or temporarily) process the Personal Data nor permit any Sub-processor to (permanently or temporarily) process the Personal Data in a country outside of the EEA without an adequate level of protection, unless authorised in writing by the Client in advance.

10.15. L&Z hereby indemnifies and shall keep the Client indemnified against any and all liabilities, costs, expenses, damages and losses and professional costs and expenses on a full indemnity basis) suffered or incurred by the Client arising out of or in connection with a breach by L&Z of its obligation under this clause 10 or the Data Protection Laws. Nothing in this clause shall restrict or limit the Client's general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity. Liability under this indemnity is limited under clause 8.1.

11. ILLEGALITY

If any provision or term of these Terms shall become or be declared illegal, invalid or unenforceable for any reason whatsoever such term or provisions shall be devisable from these Terms and shall be deemed to be deleted from these Terms provided always that if such deletion substantially affects or alters the commercial basis of these Terms the parties shall negotiate in good faith to amend and modify the provisions and terms of these Terms as may be necessary or desirable in the circumstances.

12. WAIVER

No failure or delay on the part of either of the parties to exercise any right or remedy under these Terms shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy as the case may be. The rights and remedies provided in these Terms are cumulative and are not exclusive of any rights or remedies provided by law.

13. NOTICE

Any notice or other document to be given under these Terms shall be in writing and deemed to have been duly given if left at or sent by hand or by registered post or by facsimile or other electronic media to the recipient party at the address or facsimile number set out below for such party or such other address as one party may from time to time designate by written notice to the other.

13.1. Any such notice or other document shall be deemed to have been received by the addressee two (2) Business Days following the date of dispatch if the notice or other document is sent by registered post, or simultaneously with the delivery or transmission if sent by hand or if given by facsimile or other electronic means.

13.2. The address for service of L&Z is: London & Zurich Limited, 5 The Courtyard, 707 Warwick Road, Solihull, B91 3DA Fax: 0121-234-7979

13.3. The Client's address for service is the address provided to L&Z in the Client’s application for this service.

14. GOVERNING LAW, JURISDICTION AND LANGUAGE

The validity, construction and performance of the Agreement shall be governed by English Law, and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales. This Agreement will be concluded in the English language and any information or notices under it or made in relation to it in accordance with applicable law will be in English.

15. COLLECTION INDEMNITY

L&Z shall indemnify the Client against actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings the Client or Customers directly or indirectly incur, which are brought against the Client in respect of any transaction incorrectly processed or settled by L&Z (but only to the extent such incorrect processing or settlement was not caused by the Client orCustomer).

16. VARIATION

16.1. L&Z may change these Terms by providing the Client with at least two months’ prior written notice.

16.2. If the Client does not agree with the changes to the Terms, it may at any time within the two months’ notice period notify L&Z and the Agreement will be terminated without charge and the direct debit services will cease. If the Client does not notify L&Z to the contrary during this period then the Client will be deemed to have accepted the change and it will apply to the Client when it comes into force.