Third-Party Procurement Accounts

These Terms & Conditions (the 'dospay Procurement Account Terms' or these 'Terms') govern the use of the dospay Procurement Account service provided by DOS & Co. Ltd (trading as “dospay”). By opening or using a dospay Procurement Account, you agree to these Terms. This document replaces any prior contract or agreement you may have signed or agreed to for a dospay procurement account; going forward, these Terms will apply in full.

About Us: DOS & Co. Ltd (“dospay”, “we”, “us”, “our”) is a company registered in England and Wales (No. 08294966) with registered office at 56 St. George’s Square, London SW1V 3QT. We are authorised and regulated by the UK Financial Conduct Authority under the Payment Services Regulations 2017 (Firm Ref No. 833374) for the provision of payment services. All client funds handled in the dospay Procurement Account are held in a segregated and safeguarded client account (for GBP, funds are held with through our banking tech partners at the Bank of England) to protect your money.

Please read these Terms carefully to understand the rights and obligations for all parties involved in a Procurement Account. If you have any questions, contact us before proceeding. You should only use the Procurement Account if you agree to these Terms.

1. Definitions

For clarity in this document, the following definitions apply:

• Procurement Account (“Account”) – A segregated third-party managed account opened by dospay in the name of the Account Holder to hold funds for the purpose of paying suppliers and any associated procurement fees in relation to a defined project or procurement activity.
• Account Holder (“Client”, “you”, “your”) – The individual or entity who owns the funds deposited in the Procurement Account. This is typically the end-client funding a project or purchase, in whose name the Account is held.
• Procurement Agent (“Agent”) – A person or entity authorised by the Account Holder to manage procurement for the project and to request payments from the Account. For example, this could be an interior designer, project manager, or other third-party procurer acting on the Account Holder’s behalf. There may be one or more such authorised persons.
• dospay (“we”, “us”, “our”) – DOS & Co. Ltd, the provider of the Procurement Account service, acting as an independent escrow agent and payment administrator for the funds.
• Account Funds – All monies deposited into the Procurement Account, including any additional deposits made over time, minus any payments or deductions made in accordance with these Terms. These funds are held for the benefit of the Account Holder (and disbursed to pay project costs and fees as instructed).
• Payment Request – An instruction submitted by the Procurement Agent (or another authorised party) to us, requesting that a payment be made from the Account Funds to a specified third-party payee (such as a supplier/vendor) or to the Procurement Agent (if a procurement fee or reimbursement is due). Each Payment Request typically includes supporting documentation (e.g. an invoice) and details of the intended payment.
• Business Day – Any day other than a Saturday, Sunday or public holiday in England, when banks are open for business in London.
• Approved Persons – Individuals designated with certain roles on the Account (such as those who can submit Payment Requests, those who must approve payments, and those with read-only access). These persons are identified during account setup, or subsequently, and may be updated by agreement of the parties.
• Fees – Any fees, charges, or commissions payable to dospay for setting up and operating the Account, as well as any third-party charges or costs (such as bank transfer fees or card processing fees) incurred in the operation of the Account. The main fee categories are described in Section 6.

Throughout these Terms, references to “including” mean “including without limitation”, and headings are for convenience only and do not affect interpretation. Any reference to a written notice or instruction includes communication by email or through our designated online portal, where appropriate.

2. Account Setup and Compliance

2.1 Account Opening Process

To open a dospay Procurement Account, the Account Holder (and any Procurement Agent) must complete our account onboarding process, which includes due diligence and compliance checks. You will need to:

• Provide all requested information and documents about the Account Holder, the Procurement Agent, beneficial owners, the nature of the project/purpose of the Account, and the source of funds and source of wealth. This may include identification documents (passport, driver’s license), proof of address, corporate registration documents, information on funding sources or wealth, and any relevant underlying contracts (e.g. a procurement or project agreement between the Account Holder and Procurement Agent).
• Undergo Know-Your-Customer (KYC), Know-Your-Business (KYB), anti-money laundering (AML), sanctions screening, and other compliance checks as required by law and our internal policies. We will also require information on Source of Funds and Source of Wealth for the money to be held in the Account.

Account opening is subject to our approval. We reserve the right to decline to open an account or to impose conditions if our compliance requirements are not met or if we are not satisfied with the information provided. We will notify you once all checks are completed and the Account is ready for funding. Do not send any funds until we confirm the Account is open and ready, as funds sent prior to completion of onboarding may be rejected or returned.

2.2 Account Holder and Agent Declarations

By opening the Account, the Account Holder and Procurement Agent each confirm and agree that:

• All information provided to dospay during onboarding and thereafter is true, accurate, and complete. If any information changes (for example, change of address, contact details, ownership, or if the nature of the project changes), you will promptly inform us and provide updated documentation.
• The funds to be deposited in the Account are legally obtained, not subject to any lien or third-party claim (aside from the project obligations), and are not derived from any illegal activity. You will not use the Account for any unlawful purpose, such as money laundering, tax evasion, fraud, or violating sanctions.
• The Procurement Agent (if any) has been duly authorised by the Account Holder to act on their behalf in relation to the project and to request disbursements from the Account. If you are an Account Holder appointing an agent, it is your responsibility to ensure that the agent is trustworthy and capable. If you are a Procurement Agent, you agree to use the Account only as permitted by these Terms and solely for the benefit of the project and Account Holder, not for any personal or improper gain.
• You have read these Terms and agree that they form a legally binding agreement between you and dospay. The Account Holder is responsible for ensuring any Procurement Agent or other person they authorise to use the Account or the dospay platform is aware of and abides by these Terms. Accessing of the dospay portal or submission of any Payment Request by the Procurement Agent will be taken as confirmation that they have agreed to these Terms.

2.3 Purpose of Account

The Procurement Account is to be used solely for the specific procurement project or purpose agreed at the time of opening the account (for example, managing a budget to procure furniture and equipment for a property development, or any other project described in your account opening form). The Account Holder and Procurement Agent must not use the Account for any other purpose without our prior written consent. All payments from the Account must directly relate to that project (e.g. payments to suppliers/vendors providing goods or services for the project, or payment of agreed procurement fees/commissions to the Procurement Agent as the project progresses). Using the Account as a general operating or personal account, or for unrelated transactions, is not permitted.

If the underlying project or procurement contract between the Account Holder and the Procurement Agent is terminated or materially changes, you must notify us, as this may affect the ongoing need or terms for the Account (see Section 11 on Termination).

2.4 Compliance Monitoring

Even after the Account is opened, we have ongoing legal obligations to monitor transactions for compliance purposes. You agree that:

• We may request additional information or documentation at any time, for example to clarify the nature of a particular payment, to verify a supplier’s identity, to comply with anti-money laundering regulations, or to assess any sanctions or politically exposed person (PEP) risks. You shall promptly comply with any such requests.
• All payments will be screened and may be subject to delay or blocking if they raise any compliance red flags. We reserve the right to refuse or delay any deposit or payment instruction that, in our judgment, does not comply with applicable law or regulations, or our internal risk policies. This includes (but is not limited to) situations where we suspect the funds may be associated with illegal activity, a payee or related party is on a sanctions list, or required information is missing. We will communicate with you if further information is needed to process a transaction.
• If at any time we discover that information you provided was false or misleading, or that the Account is being used for any unlawful or unauthorized purpose, we may take appropriate action, including freezing the Account, rejecting transactions, or closing the Account. You may also be liable to legal action or reporting to authorities, if warranted.

3. Operation of the Procurement Account

Once opened, the dospay Procurement Account will operate as follows:

3.1 Segregation and Safeguarding of Funds

All Account Funds are held in trust by us on behalf of the Account Holder, for the purposes set out in these Terms. This means:

• Segregated Account: The funds are kept separate from our own operating funds, in a ring-fenced client account with a reputable bank (currently, for GBP, funds are held with the Bank of London and safeguarded at the Bank of England). They are not part of our general assets. In the unlikely event of DOS & Co. Ltd’s insolvency, your funds should remain protected from our creditors.
• No Interest: No interest will be earned on the Account Funds, and no interest will be paid to the Account Holder or any other party. The Account Holder acknowledges that the funds may be held in a non-interest-bearing account or an account where any minimal interest earned is used to offset bank charges. You waive any entitlement to interest on the funds.
• No Investment: We will not invest or otherwise use the Account Funds for any purpose other than holding them and making payments as instructed under these Terms. Our responsibility is to hold the funds safely, not to grow them.
• Currency: The Account will be denominated in a primary currency (as agreed at opening, e.g. GBP). If you deposit funds in another currency or require payments in another currency, see Section 4.4 on currency conversion.

3.2 Account Holder’s Title to Funds

Until monies are paid out of the Account in accordance with these Terms, the Account Holder retains legal ownership of the funds (beneficial and legal title), subject to the specific arrangements of these Terms. Payments will only be made out of the Account as authorised by the Account Holder and/or Procurement Agent per these Terms. The Account Holder may not withdraw funds from the Account at will or direct the funds for other purposes outside of this agreement’s scope, except as allowed under these Terms (e.g. closing the account or specific agreed disbursements).

The Procurement Agent has no ownership rights in the Account Funds (except to the extent that a portion of those funds may be paid to them as a fee or commission for services, as explicitly agreed with the Account Holder). The Agent’s ability to request payments is a delegated authority from the Account Holder for the project’s needs, not an ownership claim over the money.

3.3 Authorised Users and Instructions

We will only act on instructions regarding the Account that come from authorised persons:

• Payment Requests: Typically, the Procurement Agent will be the party submitting Payment Requests (Section 4 describes the process). The Account Holder may also be authorised to submit Payment Requests or other instructions if needed (for example, if the Account Holder wants to directly request a transfer of unused funds back to themselves, or add another payee).
• Approval of Payments: The Account Holder (or their designated representative) usually must approve Payment Requests before funds are released, especially for payments that benefit the Procurement Agent or above certain amounts. The specific approval workflow (the “Approval Protocol”) can be customised and will be agreed upon account setup. For instance, you may agree that all payments require dual approval from both the Account Holder and Agent, or that the Account Holder’s approval is waived for routine supplier payments under a threshold, etc. By default, any payment to the Procurement Agent (such as their fees) will always require the Account Holder’s explicit approval. We will follow the agreed approval rules for your Account. If no special protocol is agreed, then only the Procurement Agent must approve each Payment Request before we execute the payment.
• Identification: All authorised users will be provided access to our secure online portal or another defined method for giving instructions. You are responsible for keeping your login credentials secure. We may also accept instructions via email or signed letter for certain matters, but we will typically seek confirmation through our known contacts to prevent fraud. We may rely on any instruction that we reasonably believe to be given by an authorised person. dospay is entitled to accept and act upon instructions which appear on their face to have been sent by an Account Holder or an authorised Procurement Agent, without further inquiry. (For example, if we receive a Payment Request through the portal from a registered user account, or an email that matches the authorised person’s email on file and contains the expected authentication, we will treat it as genuine.)
• No Unilateral Changes: Neither the Account Holder nor the Procurement Agent may unilaterally change the list of authorised users or the approval protocol without notifying dospay and obtaining consent from the other party if required. We need instructions from the Account Holder (and typically confirmation from the Agent) to add or remove authorised persons or to modify approval rules. This ensures transparency and mutual agreement on how the Account is managed.

3.4 Account Statements and Records

We will maintain records of all deposits, payments, fees, and withdrawals in relation to your Procurement Account. The Account Holder and Procurement Agent will have access to view the account activity via the dospay portal, and/or we will provide periodic statements of account:

• Electronic Statements: Unless agreed otherwise, we will issue statements or make account information available electronically (through our online platform or by email). We will issue a statement upon any significant deposit by the Account Holder and at least every six (6) months. Typically, we provide more frequent reporting (such as monthly summaries or real-time updates via the portal) so that you can track the budget and spending.
• Content of Statements: Each statement will show the current balance of Account Funds and all transactions (credits and debits) since the last report. This includes deposits received, payments made (with references to Payment Requests or invoice numbers if available), and any fees deducted.
• Reconciliation and Queries: You should review any statements or online account information promptly. If you believe there is an error or discrepancy, notify us as soon as possible (ideally within 2 Business Days of noticing the issue). We will investigate and, if an error occurred due to our systems or a banking error, we will correct it. Note that the underlying details (like an invoice amount) are the responsibility of the Account Holder and Agent; our statement reflects what was paid based on their instructions.
• Record Keeping: We will retain transaction records for the period required by law (typically at least 5 years after the business relationship ends, under AML regulations). The Account Holder and Agent should also keep their own records of invoices, purchase orders, and approvals for their project management purposes. We are not responsible for storing the full detail of your project documents beyond the payments process, except as needed to comply with our obligations.

3.5 Use of the Portal and Communications

dospay will provide access to a secure online portal (web-based platform) for managing the Procurement Account. The portal will be used for submitting Payment Requests, reviewing and approving payments, and viewing account information. Key points include:

• Access: The Account Holder and Procurement Agent will be given user accounts for the portal with appropriate permission levels (e.g., the Procurement Agent might have rights to upload invoices and initiate Payment Requests, while the Account Holder has rights to approve/reject requests and view all details; some users might be given read-only access if needed for oversight).
• Security: You must keep your portal credentials (username, password, two-factor authentication device, etc.) secure. Do not share access with anyone else. If you suspect any unauthorised access or a security breach, inform us immediately so we can take action (such as suspending access or resetting credentials).
• Communication: The primary method of giving instructions will be through the portal workflows. However, for any important notices outside of routine payments (like a notice to close the account, or a change request), a written communication via email or letter from an authorised representative should be sent to us. We will treat an email from the registered email address of an authorised person as a valid written instruction. In urgent situations, you may also contact us by phone to alert us to an instruction, but we will likely require a written follow-up for our records.
• Deemed Receipt: Communications will be deemed received as follows: immediately if given via the portal or hand-delivered; on the same Business Day if sent by email during business hours (or the next Business Day if sent after hours); and within two Business Days if sent by registered post to our office. It is your responsibility to keep your contact email and mailing address up to date with us. We are not liable if you fail to see a communication because you did not update your contact information or did not monitor your email.
• Language: All communications and documentation for the Account shall be in English, unless we explicitly agree to another language for specific documents.

4. Payment Requests and Disbursements

A core feature of the Procurement Account is that we (dospay) will only release funds from the Account upon proper instructions (Payment Requests) and approvals. This ensures control and oversight of the project expenditures. The process is as follows:

4.1 Submitting a Payment Request

Typically, the Procurement Agent will initiate Payment Requests to pay suppliers or themselves (for fees) as the project progresses. To make a Payment Request, the Procurement Agent (or other authorised initiator) should provide us with the following details, usually through the dospay portal form or as otherwise instructed:

• Payee Details: The name of the payee (e.g., the supplier/vendor’s name, or the Procurement Agent if it’s a fee reimbursement) and their bank account details (bank name, sort code or routing number, account number or IBAN, SWIFT/BIC if international) or other payment information (for example, if it needs to be a card payment – see Section 4.5).
• Invoice or Supporting Document: A valid invoice or request for payment from the payee should be uploaded or sent. This invoice must contain a description of the goods or services procured, the amount due, any applicable taxes (VAT, etc.), and should generally be made out to the Account Holder or the project (if applicable). Invoices should be in line with the agreed budget or procurement schedule for the project. We require a true and accurate copy of the invoice or bill to support each Payment Request.
• Amount and Purpose: The exact amount to pay (in the invoice currency and in the Account currency, if different, after conversion) and a brief description of what the payment is for (e.g., “50% deposit for custom furniture order,” or “Final payment for lighting fixtures,” or “Procurement Agent commission for July 2025”). This helps all parties track the budget line items.
• Date Required: If the payment is time-sensitive, note the due date. (We will still process in accordance with our timelines, but it’s useful to know if something is urgent or scheduled.) Typically, we aim to process approved requests within 2 Business Days (see Section 4.3), but if a payment needs to be made on a specific future date (e.g., synchronized with a delivery), that should be indicated.

All Payment Requests must be for expenditures related to the project. The Procurement Agent may NOT request payments from the Account for any purpose unrelated to the project, or to pay themselves except as permitted for their agreed fees or reimbursements. For the avoidance of doubt, the Procurement Agent cannot simply withdraw money from the Account for their own use (other than requesting the payment of their legitimate procurement fee or commission as agreed with the Client, and even then such requests will usually be paid directly by us upon approval, rather than the Agent withdrawing funds freely).

If we receive a Payment Request that lacks required information or documentation, or appears inconsistent with the project (e.g., an invoice we can’t tie to the project scope), we will inquire for clarification or additional documents. We are not obliged to process incomplete or improper requests.

4.2 Approval Process

Once a Payment Request is submitted, dospay will initiate an approval workflow as per the agreed protocol for your Account:

• We will notify the Account Holder (or their designated approver) and the Procurement Agent (if the Agent is not the one who submitted the request) of the pending Payment Request, providing access to the details and documentation. This is typically done through an automated email and portal notification.
• As a default rule, only the Procurement Agent must approve the Payment Request before any funds are released. Each party should verify that the request is valid – for example, the Account Holder checks that the payment aligns with what they expect to fund, and the Procurement Agent confirms the invoice is correct and goods/services have been ordered.
• The Account Holder may choose to waive their right to approve every single transaction for efficiency, for example by setting a rule that “payments under £10,000 to third-party suppliers can proceed without explicit client approval.” Any such arrangements must be agreed in writing and documented (often as an “Approvals Matrix” or protocol when the account is opened). We will follow any such agreed rules.
• Approvals (or rejections) should be provided through the portal or via an official communication to us. If one of the parties rejects the Payment Request or raises a concern, we will not proceed with the payment until the issue is resolved and both parties agree on how to proceed. It is important that the Account Holder and Procurement Agent communicate with each other to resolve any disagreements about payments; our role is neutral and we will not arbitrate disputes (see Section 10.2 on disputes).
• Timing: Once we have received the required approval from all requisite parties, we will process the Payment Request promptly. We endeavour to execute the payment within two (2) Business Days after the final required approval is obtained, provided there are no other issues (such as missing documentation or compliance checks to complete). If for some reason the Account Holder initially approves but then withdraws their consent before the payment is executed (for example, they quickly realise there was a mistake or they suspect an issue), they must notify us immediately. If we receive notice of a withdrawal of consent prior to sending out the funds, we will pause the payment and treat it as not approved, pending resolution. However, once a payment has been executed, it cannot be unilaterally revoked – at that point any dispute would have to be resolved outside the Account (we cannot claw back a payment already made, except by requesting the payee to return it or through legal action if fraud is involved).

We rely on the Account Holder and Procurement Agent to manage the project budget and only approve valid payments. Our approvals workflow adds transparency and control, but dospay is not responsible for verifying the substance of each transaction beyond the approvals. (For example, we do not independently confirm that goods were delivered or that the price is fair – that is up to the Account Holder and Agent to validate as part of their project management.)

4.3 Execution of Payments

Once a Payment Request has all necessary approvals and we are satisfied that it complies with these Terms and any legal requirements, we will execute the payment:

• Payment Method: We will instruct our bank or payment service provider to transfer the requested amount from the Account to the payee’s provided account. Payments will generally be made via bank transfer (e.g. Faster Payments, CHAPS, SWIFT) depending on the destination and urgency. We may bundle multiple payments in one batch if that is efficient, but our records will still show individual payments for each request.
• Cleared Funds Only: We will only make payments out of cleared funds that are actually available in the Account. We are not a credit provider – if the Account does not have sufficient balance (for example, if several requests come in at once exceeding the available balance), we will not execute payments beyond the available balance. We will inform you if a deposit is required to cover certain payments. Similarly, we do not advance funds or allow overdrafts; any attempt to withdraw more than the account balance will be declined.
• Timeline: We target a two-business-day turnaround from final approval, as noted. Often payments can be sent the same Business Day of approval if approvals come early enough and all details are in order. However, factors such as additional AML checks, foreign currency processing, or bank cut-off times can introduce slight delays. We will keep you informed of any unusual delay. In any case, if a payment cannot be executed within the expected timeframe, we will notify the parties and explain the reason.
• Confirmation: After executing a payment, we will update the portal and records. The Procurement Agent and Account Holder will be able to see that the payment was made, and the account balance will decrease accordingly. We can also provide payment confirmation references or SWIFT confirmation upon request if needed (for instance, to prove to a supplier that payment was sent).

Please note that dospay is acting as a payments administrator. We transmit instructions to our banking partners. We have no control over the speed and success once the payment is in the banking system. Usually, domestic UK payments are same-day or next-day, and international SWIFT payments may take a couple of days. We are not liable for delays or errors caused by banks or payment systems (see Section 9 on Liability).

4.4 Multi-Currency Payments and FX

The Procurement Account might be denominated in a base currency (e.g., GBP). However, your project may involve invoices in other currencies (USD, EUR, etc.). Our policy on currency handling is:

• We can facilitate payments in currencies other than the Account’s base currency. When a Payment Request in another currency is approved, we will carry out a foreign exchange (FX) conversion using either our bank or a currency broker at the prevailing market rate. We will then send the payment in the required foreign currency.
• The Account Funds will be debited in the base currency for the equivalent amount of the foreign payment plus any conversion costs. We will always be transparent about the exchange rate used and any fees. Typically, the FX costs (if any) will be included as part of our Procurement Fee (see Section 6) or passed through at cost – meaning we don’t markup FX beyond what our provider charges. For example, if you need to pay EUR 10,000 from a GBP account, we will quote the GBP amount that will be debited based on the live rate and any small transaction fee from our FX service, and upon approval, that GBP amount is deducted from the Account and the supplier receives EUR 10,000.
• If you anticipate many foreign currency payments, we can discuss holding sub-accounts in those currencies or other arrangements, but by default all funds are held and accounted in the single base currency, with conversions done only at the point of payment.
• Currency Fluctuation: Note that exchange rates fluctuate – the GBP equivalent of a foreign invoice may change day to day. The Account Holder bears the foreign exchange risk on payments; dospay is not responsible for any gain or loss due to currency movements between deposit and payment. We will try to execute FX payments promptly once approved to minimise risk from delay.

4.5 Card Payments

Some suppliers or purchases might require payment by credit card or debit card (for example, an online vendor that only accepts card payments, or a situation where using a corporate card is preferred for convenience or rewards). As the Account itself cannot directly issue a card, dospay can accommodate card payments on your behalf:

• We have the ability to make payments using our corporate charge/credit card or other card facilities when necessary to complete a transaction for the project.
• If a card payment is needed, the Procurement Agent will still submit a Payment Request with the invoice or payment link, and indicate that a card payment is required. Upon approval, we will charge the amount to our card to pay the supplier.
• We will then reclaim that amount from the Account Funds. This can be done either by deducting the exact GBP (or base currency) amount of the card charge from the Account (including any card transaction fees incurred) or including it in the next settlement. Essentially, it’s treated as if the supplier was paid by bank transfer, except that we had to use a card and then reimburse the card expense from your funds.
• Any additional fees for using the card (for example, if the card issuer imposes a fee for a foreign currency transaction or there are processing fees) will be passed on at cost to the Account. We will provide details of any such fees if they occur. Usually, card payments are avoided unless necessary, due to the potential for extra fees.
• The advantage of this service is flexibility – it allows the project to pay vendors who do not accept bank transfers or where timing is critical. We do not treat it as a cash advance or loan; it’s simply a method of payment facilitation, and the Account Holder remains the one ultimately funding the transaction.

4.6 Payments to the Procurement Agent (Fees/Commissions)

One of the features of the Procurement Account is the ability to pay the Procurement Agent their agreed fees or commission directly from the Account, simultaneously with supplier payments. This provides transparency and helps the Procurement Agent receive their compensation in a timely, structured manner. The typical scenario is:

• The Procurement Agent has an agreement with the Account Holder (separate from these Terms, often as part of the design or project contract) that they will earn a fee for their procurement services. This could be a percentage of the cost of items procured (e.g., a 10–20% procurement fee/markup on purchases) or some other structure (fixed fee, commission from suppliers, etc.).
• Rather than the Agent invoicing the Client separately for these fees after the fact (which can cause delays or disputes), the Account can be used to pay the Agent’s fee in real-time as part of each Payment Request. For example, if the Agent is entitled to a 20% fee on a £1,000 furniture purchase, the Payment Request can be structured so that £1,000 goes to the supplier and £200 goes to the Agent from the Account simultaneously.
• How to Request: When submitting a Payment Request for a supplier invoice, the Procurement Agent can include their fee portion. This is typically done by submitting two line items: one for the supplier (net cost) and one for the Agent’s fee. The supporting documentation should reflect the arrangement (e.g., the supplier’s invoice for £1,000 and perhaps an agreed schedule that the Agent gets 20%). We may also require the Agent to provide an invoice to the Account Holder for their fee portion (for record-keeping and VAT purposes, if applicable).
• Approval: Payments to the Agent’s own account for fees will always require the Account Holder’s approval, regardless of any other threshold rules. This ensures the Account Holder agrees that the fee amount is per the underlying contract. The Account Holder might set up a procedure to pre-approve the Agent’s fee calculation (for instance, via a signed schedule of fees or a monthly summary that they approve).
• Disbursement: Once approved, we will make two payments from the Account Funds – one to the supplier for the goods/services, and one to the Procurement Agent for their fee. These payments will typically happen at the same time. Each such payment to the Agent will be documented.
• Effect of Payment: Any amount paid to the Procurement Agent from the Account towards their fee obligation is considered to satisfy that portion of the Account Holder’s obligation to pay the Agent. In other words, the Agent cannot double-charge – they should not later invoice the Account Holder for a fee that was already paid out of the Account. The Agent agrees that accepting payment from the Account is equivalent to receiving it directly from the Account Holder. The Account Holder can always see exactly how much of the project budget has gone to fees.

By handling the Agent’s fees through the Account in this manner, it provides clarity and avoids situations where, for example, the Account Holder thought all funds were going to suppliers and then gets a surprise invoice from the Agent for a large commission. It also ensures the Agent gets paid incrementally, which can help their cash flow. All parties should ensure that the fee structure is clearly agreed in the underlying contract to avoid confusion in this process.

4.7 Limits and Controls

If you have any specific limits or controls in mind for the Account (for instance, requiring dual approval above a certain amount, or not allowing any single payment above a certain sum without additional verification), please discuss these with us at account setup. We can accommodate various controls to tailor the account to your risk preferences.

By default, we will not allow any single Payment Request that exceeds the available balance (as noted, no overdrafts), and we will flag any request that seems abnormally large or not in line with the project budget for manual confirmation. We may also impose limits required by our banking partners (for example, extremely large transactions might require special arrangements or notice to the bank). We will communicate with you if any such scenario arises.

5. Fees and Charges

Operating a Procurement Account involves certain fees and costs. We aim to be transparent about all fees. The fee structure for your specific account may be provided in a separate Fee Schedule or Account Opening Summary (for example, in an Account Information Summary document or proposal). Those specific fees are incorporated into these Terms by reference. Here we outline the typical fees and how they are handled:

5.1 One-Time and Recurring Fees

• Compliance Fee: A one-time fee charged to cover the costs of due diligence, KYC/AML checks, account setup compliance work, and any necessary regulatory procedures to onboard the Account Holder and Procurement Agent. This fee is typically charged at the time of account opening (or it may be invoiced upfront). It is often a fixed amount and is non-refundable once the compliance work has been done, even if the account is not ultimately used. (Example: £X,XXX + VAT as quoted.)
• Account Opening Fee: A one-time administrative fee for setting up the account infrastructure, documentation, and portal configuration. This may be separate from the compliance fee. It is usually charged upon successful opening of the Account. (Example: £XXX + VAT.)
• Monthly Platform Fee: A periodic (e.g. monthly or annual) fee for the ongoing provision of the platform and account maintenance. This may cover access to the online portal, basic reporting, and standard support. Not all accounts have a monthly fee; it might be waived or baked into transaction fees depending on our arrangement. If applicable, it will be specified (e.g., £XX per month). If not applicable, it will be noted as N/A.

5.2 Transaction Fees (Procurement Fee)

Our primary charge for the service is often a Procurement Fee applied to each payment made from the Account. This fee is typically a percentage of the payment amount and covers all payment processing and handling. It effectively is our commission for facilitating each transaction, and it also covers any normal bank charges (excluding FX charges) for the transfer. For example, if the Procurement Fee is 3%, and a supplier is being paid £1,000, an additional £30 would be charged (deducted from the Account) as the fee. All of our fees are expressed exclusive of VAT - if we are required to charge you VAT then this will be added to the fee.  In this way, a £1,000 transaction would see us deduct a further £36 (£30 +VAT).

Key points:

• The Procurement Fee percentage will be agreed upfront (e.g., 3% of each payment amount). This percentage is applied on the gross amount of the payment (including any VAT or sales tax on the invoice).
• The fee is charged at the time of the transaction – meaning we will deduct the fee from the Account Funds simultaneously when we execute the payment. In practice, if you see an account transaction, it might show two deductions: £1,000 to the supplier and £30 to us (dospay) as a fee, leaving the account £1,030 lighter. Or, we might deduct £1,030 to the supplier and internally allocate £30 as fees – but in any case, it’s taken out in that moment.
• The Procurement Fee usually includes standard payment costs. We will not separately bill for routine bank transfer fees or payment provider charges; those are covered by the Procurement Fee. If there are exceptional costs (like an unusually high international wire fee, or currency conversion fees), those would either be passed through or also covered by this fee as stated in your schedule (the account summary may clarify this).
• If a payment is reversed or fails and we have already collected the fee, we may refund or adjust the fee accordingly (for instance, if a payment didn’t go through, we won’t charge for it, or we’ll credit the fee back).

This fee structure aligns our compensation with the activity on the account – if you use the account more, we get paid more, and if the account is little used, you pay less. It also means you typically do not receive separate invoices from us for each transaction; it’s handled within the account itself.

5.3 Other Possible Charges

• Foreign Exchange: As noted in Section 4.4, if currency conversion is needed, any fees or rate spreads from our FX provider are essentially a cost. We do not add extra markup beyond possibly counting it towards the Procurement Fee. If the FX provider’s fee is substantial, we would inform you. Usually, our FX rates are competitive and the cost is just the small spread in the rate.
• Card Payment Fees: If we make a card payment on your behalf, the card issuer might charge a fee (for example, a 2% transaction fee for foreign currency). We will pass such fees to the Account at cost. If these are frequent, we can discuss a fair way to handle them, but generally they’ll appear as part of the Payment Request total or as a separate line item charge to the Account.
• Unusual Banking Fees: In normal operation, incoming deposits and outgoing payments may have small fees (e.g., a CHAPS payment fee from the bank). Our Procurement Fee covers standard outgoing payment fees. If any extraordinary banking fees arise (for example, a fee for setting up a special trust account, or charges due to erroneous transactions, or negative interest applied by a bank on large EUR balances, etc.), we will let you know and either pass them through to the Account or invoice them. According to Section 8.1, you authorise us to pay any such banking charges from the Account Funds.
• Taxes: Our fees may be subject to VAT or other taxes, depending on the service and jurisdiction. Any VAT on our fees will either be included in the quoted fee or added as per law. For instance, if VAT is applicable, our invoice or deduction will show the fee plus VAT. The Account Holder (if VAT-registered) can potentially reclaim VAT on our fees as it’s a professional service – we will provide VAT invoices as needed.

We strive to keep our fee structure simple and avoid hidden costs. The Account Holder should clarify with us at the outset any concerns about fees. All fees that are known will be listed in the account opening documentation.

5.4 Payment of Fees; Responsibility

Joint and Several Liability: Both the Account Holder and the Procurement Agent are jointly and severally responsible for paying all fees and charges related to the Procurement Account. This means we can seek payment from either or both of you, and each of you is fully liable for the full amount, regardless of any arrangement between you in your separate contract. Typically, however, how fees are paid is as follows:

• Primary Responsibility of Agent: In many cases, the Procurement Agent agrees to bear the dospay fees as part of their cost of doing business (since the service benefits them by streamlining their procurement process and perhaps by helping them get their commission paid). Often, the Agent will factor our fees into the project costs or treat it as an overhead. We may even deduct our fees from payments that would otherwise go to the Agent (for example, from their commission payments).
• Fee Deductions from Account: The Account Holder, by these Terms, authorises us to deduct any of our fees directly from the Account Funds at the time they are due. This includes the transaction fees (which we always deduct as part of payments) and any one-off fees that were not paid upfront. For example, if a Compliance Fee or Account Opening Fee is due at account start, we might deduct it from the initial deposit in the Account (unless it was paid separately). Similarly, monthly fees can be deducted from the Account balance each month.
• If a fee is deducted from the Account and that fee was, per your internal agreement, supposed to be borne by the Procurement Agent, then it is up to the Agent to reimburse the Account Holder or adjust accounts between them accordingly. For instance, say there was a £500 account setup fee that the Agent had agreed to pay, but we deducted it from the Account (which is the Client’s funds) for simplicity; in that case, the Agent should effectively pay £500 to the Client (or reduce their commission claim by £500) to square up. The Procurement Agent agrees to indemnify the Account Holder for any of our fees that were agreed to be the Agent’s responsibility but were paid out of the Client’s funds.
• Withholding from Agent’s Payments: We reserve the right (and you authorise us) to withhold our fees from amounts that would otherwise be paid out to the Procurement Agent. For example, when we are about to pay the Agent’s commission from the Account, we can first deduct any unpaid fees owed to us (like an outstanding monthly fee or a portion of the transaction fee) and pay the net amount to the Agent. This way, we directly collect from the Agent’s share.
• Invoicing: We will provide receipts or invoices for all fees charged. Many fees will be auto-deducted, but for transparency and accounting you will see them listed (in statements or separate invoices marked as paid via deduction). If any fees are not collected via deduction (perhaps because the account was empty or closed before deduction could occur), we reserve the right to invoice the Account Holder or Agent directly for those fees. Payment for any such invoice is due within 14 days of issue.

5.5 Changes to Fees

If we need to change the standard fee structure (for example, increase a percentage or add a new type of charge), and this change affects an ongoing account, we will provide at least 30 days’ notice to the Account Holder and Procurement Agent. You would have the right to close the Account if you do not agree to the new fees (settling any remaining transactions and fees due up to that point). Typically, fee changes would only apply going forward and not retroactively. Note that this is separate from a scenario where your project’s scope increases and thus the volume of transactions (and total fees paid) increases under the same percentage – that’s expected and not a “change” in terms.

For short-term projects, it’s unlikely fees would change mid-project. For longer-term relationships, we revisit fees periodically to ensure they remain fair given volumes and work involved.

6. Parties’ Responsibilities and Obligations

This section summarises the key obligations of each party involved in the Procurement Account arrangement. By adhering to these responsibilities, we ensure the account runs smoothly, securely, and as intended.

6.1 Account Holder’s Responsibilities (Client)

As the Account Holder, you (or your organisation) are the owner of the funds and the primary party for whom this account is established. Your responsibilities include:

• Funding the Account: Deposit the required funds into the Procurement Account in a timely manner, as per the project needs. If there was an initial deposit agreed (for example, the project budget or a first tranche), you should arrange the transfer of that amount to the designated bank account details we provide. All deposits should come from an account in your name (or a designated account we have approved). If any third party is funding the account on your behalf, this must be disclosed and agreed to by us in advance (with appropriate checks on that third party). You should not deposit or ask others to deposit cash; all funding should be via bank transfer or other traceable means.
• Ensuring Purposeful Use: Use the Account solely for the intended project expenditures. Do not request or approve payments that are outside the scope of the project or that would violate any law or regulation. Essentially, you are the guardian of the funds – if the Procurement Agent requests something dubious, you should not approve it. Maintain oversight of how the money is being used and speak up if something looks wrong.
• Approvals: Diligently review Payment Requests submitted by the Procurement Agent. It is your duty to verify that each requested payment is expected and appropriate (e.g., matches a purchase order or item in the budget, and the amount is correct). You should give prompt approval or rejection/queries to avoid delays. If you are going to be unavailable for a period (on holiday, etc.), consider delegating approval authority to someone else trusted (and inform us of that in advance so we recognise their authority) to keep the project moving.
• Providing Information: As noted in compliance, provide any information we request about transactions. Also, inform us if the underlying agreement with the Procurement Agent changes (for example, if you decide to terminate the Agent’s services or if the project is halted). You should also update us about any changes in your contact information or banking details (especially where to return funds upon closure).
• Payment of Costs: Ensure that the account always has sufficient funds to cover upcoming payments and fees. If we notify you that a top-up is needed (e.g., because the remaining balance is low compared to pending orders), make arrangements to deposit additional funds so that suppliers can be paid on schedule. If you fail to fund the account and we cannot pay suppliers, that could harm the project and is outside our control.
• Legal Compliance: Comply with all applicable laws in relation to the project and funds. For example, if this procurement triggers any tax obligations on your part (like import duties, VAT self-accounting), you handle those. Do not use the account to attempt to circumvent currency controls or international sanctions. You also should not instruct us to make any payment that you know would be illegal (like paying a sanctioned entity).
• Indemnification: You will indemnify and hold harmless dospay (as detailed in Section 9.3) for any losses or liabilities we incur due to your breach of these Terms or due to disputes in the project. In practice, this means you need to stand behind your instructions – if all is done properly, this indemnity won’t come into play, but if something goes awry (e.g., a supplier sues us for non-payment because you wrongly withheld approval, etc.), you would protect us.

6.2 Procurement Agent’s Responsibilities

The Procurement Agent (which could be an individual or company, e.g., an interior designer, consultant, or procurement firm) is the one managing the spending from the Account for the project. The Agent’s responsibilities include:

• Good Faith and Diligence: Act in good faith and in the best interests of the project and Account Holder when using the Procurement Account. This account is a tool to facilitate your job; it must not be abused. Only submit Payment Requests for legitimate project expenses that have been budgeted or approved in concept by the Client. Avoid any conflicts of interest (for example, do not funnel payments to a personal account or unrelated third party).
• Accuracy of Requests: Ensure that every Payment Request is accompanied by genuine and accurate documentation. You must not knowingly submit any fraudulent or doctored invoice. The details you input (payee, amount, purpose) must match the supporting invoice or contractual obligation. Essentially, you are certifying that “this is a real expense that needs to be paid for the project.”
• No Unauthorised Self-Payment: Do not attempt to withdraw funds from the Account for yourself except for the agreed procurement fees or reimbursements that the Account Holder has agreed you are entitled to. You may not pay yourself arbitrary amounts from the Account. The structure for your compensation is set and transparent (see Section 4.6). Any misuse of funds entrusted in this Account will be considered a serious breach (and potentially fraud).
• Budget Management: Work within the budget allocated by the Account Holder. If certain payments would cause the budget to be exceeded, discuss with the Account Holder before proceeding. Do not pressure dospay to pay beyond the available balance or assume there will be another deposit unless it’s been confirmed.
• Communication and Approvals: Use the portal to submit requests in a timely manner. Provide as much detail as possible for the Account Holder to make a decision. If a payment is urgent or critical, communicate that clearly. Coordinate with the Account Holder on any required approvals – for example, if you have a batch of invoices ready, maybe give the Client a summary or heads-up to expedite their approval. Essentially, foster transparency; remember the Account Holder can see all transactions, so operate as if they’re looking over your shoulder (because they are!).
• Fees and Indemnity: Be prepared to cover dospay’s fees as agreed. If our agreement or the project arrangement specifies that you bear the service fees (even if they are deducted from the Account), factor that into your cost of doing business. Also, similar to the Account Holder, you agree to indemnify dospay (Section 9.3) for any losses arising from your breach of these Terms or wrongful acts (for example, if you submit a fraudulent invoice and we unknowingly pay it and get into trouble, you must cover us).
• Legal & Regulatory Compliance: Ensure that nothing you ask us to do would cause us to breach any law. For example, do not ask us to pay a supplier that you know is subject to sanctions or that has given you instructions to pay to a third country for tax evasion reasons. If your industry has specific regulations, adhere to those (that’s outside our scope, but for instance if exporting an item requires a license, ensure that’s in place). We reserve the right to ask you for confirmation or documentation that a particular procurement is lawful (e.g., if it’s an artwork requiring export permits, etc.).

In summary, the Procurement Agent should treat the Account Holder’s money with the same care and integrity as they would if it was their own money held for a client (which it is!). The account is designed to protect the Client’s funds, but also to make the Agent’s job easier – that only holds true if used correctly.

6.3 dospay’s Responsibilities (Our Duties)

As the provider of this service, our responsibilities are largely administrative, but we commit to:

• Safe Custody of Funds: Hold and safeguard the Account Funds in the manner required by law and these Terms. We act as a neutral stakeholder for the funds. We will never use the funds for purposes other than those instructed and permitted. We keep the funds segregated and secure.
• Payment Processing: Execute payments properly once all conditions are met. This means we will follow the instructions given in Payment Requests that have been duly approved, and we will make the payments to the correct accounts provided. We will exercise reasonable care to avoid errors (like typos in account numbers) and will use secure payment systems. If we become aware of an error in a payment caused by us, we will act to correct it (which may include attempting to recover the funds or re-routing a payment).
• Timeliness: We will use reasonable efforts to process transactions within the timeframes described. While we cannot absolutely guarantee timing due to reliance on banks, we won’t sit on approved requests without reason. If something is time-critical or if we face an unexpected delay, we will communicate proactively.
• Portal and Records: Maintain the online portal and reporting tools so that you can access your account information. We will strive for minimal downtime. We will also ensure data on transactions is recorded accurately. If you request a formal statement or confirmation letter at any time (for example, confirming the balance of an account), we will provide that promptly.
• Customer Support: Provide support to the Account Holder and Procurement Agent regarding the operation of the account. This includes answering questions about transactions, helping with portal usage, and in general being available to discuss any concerns. We will assign an account manager or point of contact that you can reach during UK business hours. In case of any urgent issues outside normal hours (like a suspected fraud or needed payment stop), we will provide emergency contact information.
• Compliance & Monitoring: We will perform our compliance obligations diligently, which indirectly protects you as well. This means monitoring transactions for anything suspicious (and querying you if needed), keeping up with any sanctions lists and regulatory changes, and ensuring our own FCA and legal obligations are met. If we need to pause or refuse a transaction for compliance reasons, we will let you know (unless legally restricted from doing so, e.g., if we are required by law not to tip-off).
• Confidentiality: We will keep your information, project details, and transaction data confidential, using it only for the purpose of providing the service or as required by law. (More details in Section 8 on Data Protection & Confidentiality.)
• Professional Care: While our duties are limited by these Terms (and we are not taking on the role of project manager or financial advisor), we will perform the tasks we do undertake with a reasonable level of professional care and skill. We won’t, for example, negligently input wrong information or fail to follow clearly agreed-upon instructions. If we make a mistake, we will own up to it and work to fix it. However, as clarified in Section 9, our liability for mistakes is limited.
• No Project Mediation: We do not mediate disputes between the Account Holder and Procurement Agent (or between you and any supplier). If you two disagree on whether something should be paid, we will hold the funds until you resolve it (see Section 10.2). Our responsibility in such a scenario is to remain neutral and keep the funds safe until given clear direction or a court order.
• Adherence to Terms: We will abide by the terms of this agreement as much as you do. If there’s a need to vary any process (for example, a new type of transaction or a change in approach due to regulatory changes), we will discuss it with you and, if needed, update these Terms by mutual agreement or appropriate notice.

Important: Our role is strictly administrative. We are not a party to the underlying Procurement Contract or project agreement between the Account Holder and the Procurement Agent. We do not judge whether the goods/services were delivered satisfactorily or whether the prices are fair – those are matters between you. We act on your joint instructions regarding payments. We are also not providing legal, financial, or tax advice about your project. Any information we provide about how accounts work is generic; you should consult your own advisors for project-specific advice.

7. Data Protection and Confidentiality

7.1 Data Protection (Privacy)

In the course of providing the Procurement Account service, dospay will collect, use, and store personal data about individuals involved (such as the Account Holder’s contact persons, the Procurement Agent and their team, beneficial owners of companies, etc.). We are committed to protecting your data and complying with applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018.

Key points about our data processing:

• Types of Data: The personal data we handle may include identification information (names, dates of birth, copies of ID documents, addresses), contact details (phone numbers, emails), financial information (bank account details for making payments), and due diligence information (like background check results, KYC data, source of funds details). We may also retain communication records (emails, chat logs on the portal) and transactional data (payments, invoices which might contain personal info of counterparties).
• Purposes: We use this data strictly for providing our services and meeting legal obligations. This includes verifying identities, preventing fraud and money laundering, administering the Account (processing payments, generating statements), and communicating with you. We may also use contact info to send service updates or notices about the account. We will not use your data for marketing purposes unrelated to this service unless you separately consent (for example, we won’t add you to a general mailing list without permission).
• Legal Basis: Our legal bases for processing are: (a) Contract – the processing is necessary to perform our obligations under these Terms (e.g., using your bank info to process a payment you requested); (b) Legal Obligation – certain processing is required by law (e.g., verifying identity under AML laws, keeping records for regulators); and (c) Legitimate Interests – we have a legitimate interest in ensuring security and effective service delivery (which can include fraud prevention and secure record-keeping) and we ensure our processing under this basis does not override your rights. We generally do not rely on consent except for optional marketing or where required by specific circumstances.
• Data Sharing: We treat your data confidentially, but we will share data with certain third parties as necessary:
  • With our banking partners and payment processors, to execute transactions (they need beneficiary names, account numbers, etc.).
  • With identity verification and compliance screening providers (for KYC/AML checks, e.g., running a sanction or PEP screening on a name).
  • With our regulators or governmental authorities if required (for example, if the FCA requests information or if we must file a suspicious activity report).
  • With professional advisors or insurance providers as needed (e.g., if a legal question arises and we need to consult a lawyer with details).
  • We do not sell or rent your data to third parties. Any third parties we use are bound by confidentiality and data protection obligations, and we only give them what they need for their role.
• International Transfers: Our services are UK-based. However, if any data transfer outside the UK/EEA happens (for example, if a cloud backup server is in another country, or if you are based abroad and we have to send info to you there), we will ensure appropriate safeguards are in place (such as standard contractual clauses or relying on an adequacy decision). Payment messages (SWIFT) might go internationally by nature, but those are standard banking processes.
• Data Subject Rights: You (and individuals whose data we hold) have rights over personal data, such as the right to access a copy of your data, to rectify inaccuracies, or to request deletion in certain circumstances. Given the nature of our service, some records we must keep by law (for example, KYC records for 5 years). But if you have any query about your personal data with us, you can contact us at any time at our contact address or email (see Contact Us section or Privacy Policy) and we will address it in line with the law. Generally, we’ll provide a copy of information we hold about you on request (subject to verifying your identity).
• Retention: We keep personal data only as long as necessary. Typically, we retain data for the duration of the project/account plus at least five years after the account is closed (because of anti-money laundering recordkeeping rules). We may retain certain data longer if required (for example, transaction records may be kept 6 years for accounting/tax, or longer if litigation is ongoing). When data is no longer needed, we will securely delete or anonymise it.
• Security: We implement appropriate technical and organizational security measures to protect personal data and account information. This includes encryption of data in transit, secure storage, access controls so only authorized staff see your info, and regular security audits of our systems. While no system is 100% secure, we take data security very seriously given the sensitive financial context.

For more detailed information on how we handle personal data, please refer to our Privacy Policy (available on our website, likely linked in the footer or provided during onboarding). That policy is incorporated by reference into these Terms in regards to data handling. In the event of any conflict between the Privacy Policy and this section, this section (as a specific agreement with you) will take precedence, but they are mostly complementary.

By using our services, the Account Holder and Procurement Agent both acknowledge our processing of personal data as outlined and confirm that any personal data of third parties they provide to us (e.g., providing an owner’s ID or a supplier’s contact) has been collected and shared with us lawfully. If you give us personal data about someone else, you should ensure you have the right to do so (for example, inform them that you’re giving it to us for this purpose or obtain their consent if required by law).

7.2 Confidentiality

Apart from personal data, we also handle potentially sensitive commercial information – such as your project budget, the identities of suppliers, design plans, etc. We consider all information relating to your use of the Procurement Account and the underlying transactions to be confidential. Both dospay and the parties (Account Holder and Agent) should keep such information confidential, with the following provisions:

• Our Commitment: We (dospay) will not divulge details of your Procurement Account or transactions to any third party except as needed to perform the services or as required by law (as noted in data sharing above). We also won’t disclose, without consent, the existence of any dispute or issue on the account. Internally, we restrict access to client information to staff who need to know it for their duties (e.g., compliance officers, account managers, finance team for billing). All our staff are bound by confidentiality agreements.
• Your Commitment: The Account Holder and Procurement Agent should also treat any non-public information about dospay’s services or processes as confidential. For instance, if we share security procedures or fee structures that aren’t public, you shouldn’t share those with competitors or unrelated parties. Typically, our involvement in the project might be known (you might even promote that an escrow is in place for trust reasons), but specific internal processes or legal terms should remain between us.
• Exceptions: Information is not considered confidential if it is or becomes public through no breach of these Terms, or if it was independently known to the receiving party prior to disclosure without obligation, or is independently developed, or obtained from a third party with no confidentiality obligation. Also, any party can disclose information if required by law or regulatory authority (e.g., under a court order or regulatory inquiry) – however, if legally permissible, the disclosing party should notify the other parties beforehand to give them a chance to seek protection (for example, asking a court to seal records).
• Duration: These confidentiality obligations start from when you first engaged with us (even before formally signing these Terms, any info shared during negotiations is considered confidential) and will continue even after the Procurement Account is closed and these Terms are terminated. They will last for at least 5 years post-termination, or indefinitely as long as the information remains confidential (for trade secrets, etc.).
• Publicity: We will not use your name or project in marketing materials or press releases without your prior consent. We understand that many projects are private or high-profile, and discretion is important. If you are happy for us to serve as a reference or case study, that can be arranged separately, but by default we operate discreetly.

8. Liability Limitations

While we strive to perform our services with utmost care, there are important limitations to our liability given our role. Likewise, the Account Holder and Procurement Agent have certain liabilities towards each other and towards us. This section should be read carefully to understand how risk is allocated.

8.1 No Warranty for Underlying Transactions

dospay’s role is purely to facilitate payments according to your instructions. We make no representations or warranties about the underlying procurement transactions. For example, we do not guarantee that:

• a supplier will deliver goods or services as expected, or
• the Procurement Agent will fulfill their duties properly, or
• the project will stay within budget, or
• any investment or outcome will result from the funds held.

Those matters are outside our control and are not part of this agreement. Any dispute or issue regarding quality, performance, or any breach of the Procurement Agent’s or supplier’s obligations must be resolved between the Account Holder and those parties (Agent, supplier, etc.). The existence of such a dispute does not automatically give anyone the right to claim money back from us once it’s been paid out as instructed (unless a court orders otherwise). We are also not responsible for verifying any terms of contracts or invoices beyond the payment details; we are not bound by or deemed to have knowledge of the terms of any contract between the Account Holder and Procurement Agent or between you and any supplier.

8.2 Reliance on Instructions

We are entitled to rely on any instructions or communications we reasonably believe to be given by an authorised person. We are not liable for consequences of relying on false or fraudulent instructions if they appeared legitimate. For instance, if an email account of the Procurement Agent is hacked and the hacker sends us a request that looks authentic, or if an imposter somehow gains access to the portal with correct credentials, we will execute instructions as normal. We do employ security measures to prevent unauthorised instructions (like multi-factor authentication, verification calls for large payments, etc.), but we cannot guarantee to catch 100% of potential fraud. You must also do your part in safeguarding access (as described in Section 3.3). If despite both our efforts, an unauthorised instruction is executed, we will of course investigate and cooperate, but unless we clearly failed to follow agreed security procedures, the loss may unfortunately remain your risk. (We will try to recover funds in such events if possible.)

In short, we are not liable for payments made in good faith reliance on what we perceive as valid instructions or documentation. We do not independently audit or confirm the accuracy of invoices or the authority of signatories beyond surface-level checks.

8.3 Exclusion of Certain Damages

To the maximum extent permitted by law, dospay (and our officers, directors, employees, and agents) shall not be liable for any:

• Indirect or Consequential Loss: This includes loss of profit, loss of opportunity, business interruption, loss of reputation, or any consequential, special, or punitive damages that arise from our service or these Terms. For example, if a payment is delayed and that causes a contractor to be late which then delays a project opening, resulting in lost revenues, those indirect losses are not claimable from us.
• Loss due to Third Parties: Any loss or damage resulting from acts, omissions, or insolvency of third parties involved in the process. Specifically,
  • we are not liable for any delays or failures by our bank(s) or payment service providers in executing a transfer​;
  • if the bank’s system goes down or they mishandle a payment, that is beyond our control (though we’ll help resolve it);
  • we are not liable for any fraud, negligence or misconduct by your suppliers or other third parties involved in the project. If a supplier scams you, or an employee of the Procurement Agent embezzles funds by tricking us, we obviously aren’t responsible for the wrongdoing of others (except our own team); and
  • we are not liable for any loss arising from the insolvency or financial failure of any bank or institution where the Account Funds are held​(We carefully choose regulated banks and safeguard funds, but if, hypothetically, the bank holding the funds became insolvent, although your funds are segregated, practical recovery might take time or be incomplete outside FSCS protection. We don’t insure against bank failure. However, since funds are at the Bank of England for GBP, that scenario is extremely unlikely.)
• Force Majeure Events: We will not be liable for failure or delay in performing our obligations due to circumstances beyond our reasonable control​. Such events include but are not limited to: natural disasters, war or terrorism, civil unrest, strikes or labor disputes affecting third-party services, failures of telecommunications or power networks, hacking or cyber-attacks despite reasonable precautions, pandemics or government lockdown orders, or changes in law/regulation that impact service provision. If such an event occurs, we will notify you and make reasonable efforts to resume normal operations as soon as feasible, but we may need to suspend certain activities during the event.

8.4 Limitation of Our Liability

Where our liability is not already excluded by the above, and in any event, our total cumulative liability to the Account Holder and Procurement Agent (combined) under these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the amount of fees you have actually paid to us for the Procurement Account service, or £10,000, whichever is higher.

This means if you incur a direct loss due to something that is unequivocally our fault (and not excluded by other clauses), the most we would compensate is our fee income or £10k. We set this cap because our fees are small relative to the value of funds we handle, and it’s not proportionate for us to take on unlimited liability for those funds or project outcomes. You (the Account Holder and Agent) acknowledge that this limitation is reasonable given the nature of our services and the availability of alternative protections (for example, you could obtain insurance for certain project risks if needed).

Exceptions: We do not limit or exclude liability for: our own fraud, or willful misconduct, or any type of liability which cannot be limited or excluded by law (for instance, personal injury caused by negligence, though that’s not really applicable here, or certain misrepresentation liabilities). In particular, nothing in these Terms shall excuse us from liability if we were to misappropriate your funds or act in deliberate bad faith. The limitations stated apply to negligence and errors, not deliberate breaches of trust by us.

8.5 Indemnity from Account Holder and Agent

Both the Account Holder and the Procurement Agent (collectively and individually, “you” for this clause) agree to indemnify and hold harmless dospay and our directors, officers, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees on a full indemnity basis) arising out of or in connection with:

• any breach of these Terms by you, or
• any fraud, negligence or wilful misconduct by you in relation to the Procurement Account or underlying transactions, or
• any dispute between the Account Holder and Procurement Agent, or between either of you and any third party (such as a supplier), concerning the project or payments, or
• any action taken by us in accordance with your instructions or requests (for example, if we release funds to a supplier and a third party later claims those funds should not have been paid, you would indemnify us against that claim), or
• any taxes, fines, or penalties imposed on us as a result of holding or transferring your funds (except those arising from our own wrongdoing).

This indemnity means that if a third party sues or claims against dospay due to something that was your responsibility or caused by your actions (including instructions you gave us), you will cover our costs and losses. For example, if a government authority imposes a penalty on us because you provided false information or because your transaction violated sanctions unknowingly, you would be responsible for that. Or if the Account Holder and Agent get into a legal fight and drag us into it with court proceedings or subpoenas, you would cover our legal expenses incurred.

This indemnity is joint and several, meaning we can seek the full amount from either the Account Holder or the Agent (typically whomever is in the best position to cover it or as determined by fault). If one pays more than their fair share, that’s between the Account Holder and Agent to sort out (not our concern). The indemnity obligations survive termination of the agreement – meaning even after the account is closed, if a related claim comes up later, this indemnity still applies.

Exception: We do not seek indemnity for losses to the extent they were caused by our own fraud or wilful misconduct​. You are not indemnifying us against our own intentional wrongdoing. (However, you are indemnifying us even for ordinary negligence on our part – this is part of the risk allocation you accept. Only if we engaged in egregious intentional misconduct would we not be shielded by indemnity.)

8.6 Mitigation and Cooperation

All parties agree to cooperate and take reasonable steps to mitigate any losses or potential losses. If something goes wrong, we should all try to minimise the damage. For instance, if a payment is made in error, you will help us by contacting the recipient or providing information for recovery, and we will do the same. If a claim arises, the indemnitee (us or you, whoever seeks indemnity) will not make any admissions or settlements that increase the liability of the indemnifier (the one giving indemnity) without consent. Similarly, we’ll give you notice if we receive any third-party claim related to your account, and you should do the same if you receive any claim related to our services.

By having these liability terms, we want to ensure that each party understands their risks and takes appropriate care. The Account Holder might consider taking out insurance for the project or funds if worried about certain risks (like supplier default, etc.), and the Procurement Agent might have professional liability insurance. Each party protecting their own interest ultimately protects the whole project.

9. Termination and Closure of Account

The Procurement Account is typically meant to last for the duration of the project or until the funds are all used for their intended purpose. However, there are several scenarios in which the arrangement under these Terms may be terminated and the account closed. This section outlines how termination works, including voluntary closure, automatic triggers, and termination for cause.

9.1 Completion of Purpose / Mutual Agreement

The most common and straightforward termination will be when the project is completed or the parties mutually decide the account is no longer needed:

• If the Account Holder and Procurement Agent jointly confirm in writing to dospay that the purpose of the account has been fulfilled or that they wish to terminate the arrangement, we will proceed to close the Account. Typically, this confirmation comes when all anticipated payments have been made, or the remaining balance is to be returned to the Account Holder.
• There may be an agreed project timeline or an end date in the initial documentation. For example, your account opening form might specify an expected end of the project or a “Longstop Date.” If such a date was set and reached, and no funds have been deposited or remaining (see below), that could trigger closure.
• As part of the closure, the Account Holder will provide disbursement instructions for any remaining balance​. Usually, this means telling us the bank account to which to return any leftover funds (likely the Account Holder’s own bank account, or another account as directed). We require this in writing (email is fine if from the authorised representative). We will then release the remaining funds to the Account Holder within 5 Business Days of receiving the closure notice and payout instructions​, after deducting any final fees due. We will provide a final statement showing the closing balance and confirming the transfer.

• Once the final payout is done, we will close the account ledger and disable any further Payment Requests or activity on the account. The portal access for that account may become read-only or be archived (we can arrange for you to download records if needed for your archive).

It’s important that both the Account Holder and Procurement Agent agree, because if there’s still a dispute or unresolved issue between them, closing the account might be premature. We generally need confirmation from the Account Holder (since it’s their funds) and notice to the Procurement Agent (so they know the account is shutting down). If the Agent doesn’t explicitly agree but the project is clearly over and funds are zero or the Account Holder insists on closure, we may still proceed, but we’d ideally ensure the Agent is informed.

9.2 Inactivity / Zero Balance

The Procurement Account terms may automatically terminate when certain conditions are met, even without a formal notice from the parties:

• If a certain period of time passes with no funds in the Account (zero balance) and no new deposits or activity, it’s an indication the account is no longer in use. Specifically, if the Account balance has been £0 for a continuous period of 3 months (and we have no notice of pending further deposits), we reserve the right to consider the account dormant and the purpose fulfilled​. In such case, we may close the account on our own initiative by giving notice to the Account Holder and Procurement Agent. (This scenario usually arises after the last payment of a project is done and no one bothers to formally close it – we will tidy it up.)
• If no initial deposit is received at all: In cases where an account was opened but the Account Holder never funded it, we aren’t going to keep it open indefinitely. There might be an agreed deadline by which funds should be received (a “Longstop Date” in the initial schedule). If that date passes and the account is still unfunded, our obligations under these Terms automatically terminate​. We will consider the account request lapsed. (Practically, we’d send a reminder or ask if plans changed before just terminating.)
• Project Abandonment: If we learn that the underlying project was cancelled or significantly changed and no further use of the account is expected, and the account is empty or the Account Holder requests their remaining funds back, we may treat that as an effective termination trigger as well (with notice as below).

In any automatic or our-initiated closure, we will notify both the Account Holder and Procurement Agent in writing that we are closing the account due to inactivity or no funds. If there is any small residual amount (perhaps leftover pennies or interest, though interest isn’t expected), we will return it to the Account Holder’s known bank account or send a check if appropriate.

9.3 Termination by dospay (Resignation)

We (dospay) hope to serve you through to project completion, but we reserve the right to resign as the service provider and terminate our involvement in certain situations:

• We may terminate (resign from our role) with at least 20 Business Days’ notice in writing to both the Account Holder and Procurement Agent​. We would typically only do this for a good reason – for example, if continuing to provide the service becomes impractical or legally risky (such as if you are found to be engaging in activities that put us in an untenable position, or if our regulatory permissions change). We might also do so if our relationship has broken down (say, non-payment of fees or lack of cooperation with compliance). We will state the reason if possible, and work with you during the notice period to hand over smoothly.
• During the notice period, the Account Holder and Procurement Agent should endeavor to find an alternative solution for managing the funds​, whether that is another escrow provider or some other arrangement to conclude the project. We will cooperate in transferring information and even the funds to a new escrow agent as needed. Both Account Holder and Agent must jointly instruct us where to transfer the funds if a replacement is found.
• If no replacement arrangement is made by the end of the notice period, we will return the funds to the Account Holder (minus any fees due) and consider the account closed​. In case of a dispute where we’re unsure who should receive remaining funds or how to distribute them, we might pay the funds into an appropriate court or escrow account in the interim (this is a last resort, as it involves legal procedure). Paying into court would discharge us of further responsibility.
• Additionally, immediate termination by us for cause: If you materially breach these Terms or if we discover severe adverse information (e.g., evidence of illegal activity, or if you fail to comply with critical KYC requirements, or if keeping the account open would break the law), we may suspend the account immediately and possibly terminate without full notice. We would still handle the funds appropriately (likely freezing them and, if required by law, perhaps handing them to authorities, or returning to source if allowed). We will inform you of such drastic action unless legally barred (e.g., in some law enforcement situations, they might direct us not to inform the client immediately).

We do not take termination lightly, especially since it deals with potentially large sums. Our aim is to always protect the Account Holder’s interests while also protecting ourselves.

If we resign or terminate, our accrued rights (like any unpaid fees or indemnity for actions during the period) are not affected. The indemnity and limitation clauses survive as usual.

9.4 Effect of Termination

When termination/closure happens (whether by mutual agreement, inactivity, or our resignation):

• Cease New Transactions: No new Payment Requests will be accepted from the moment termination is decided (or notice given), except those necessary to wind down the account. We may allow certain pending payments to complete if all parties agree, or we may freeze everything except returning funds. This will be communicated.
• Final Fees: We will calculate any final fees owed up to the termination date. For example, if a monthly fee cycle is mid-way, we might charge a pro-rata amount, or if there are any unpaid transaction fees, those will be taken. We might deduct these from the remaining funds upon closure or invoice for them.
• Return of Funds: As described, any remaining balance (after fees) should go to the Account Holder or as jointly directed. We will not keep any project funds for ourselves (beyond owed fees). The Account Holder should ensure we have correct bank details for this final transfer. If we cannot return funds because the Account Holder cannot be reached or there’s a dispute about entitlement, we may have to hold the funds in a separate safeguarded account or seek legal guidance on what to do (including possibly depositing with a court as mentioned).
• Ongoing Obligations: Even after termination, certain provisions of these Terms continue. These include indemnities (Section 8.5), confidentiality (Section 7.2), liability clauses, and governing law/jurisdiction (Section 10.3). Any outstanding claim or dispute related to the account can still be resolved under these Terms.
• Closure Confirmation: We can provide a closure statement if needed, confirming that the account was closed and funds distributed. This might be requested for audit purposes by the Account Holder.
• No Prejudice: Termination doesn’t affect any rights that have already accrued. For example, if by termination time one party owes money to the other or to us, that debt remains enforceable. Likewise, if a breach occurred before termination, a claim can still be brought after termination.

In essence, termination is mostly about stopping future activity and settling up remaining matters; it does not magically erase the history of what happened during the account’s life.

We encourage the Account Holder and Procurement Agent to maintain open communication towards the end of the project to ensure a smooth closure. If the project ends early or is cancelled, letting us know promptly will help avoid unnecessary fees or complications.

10. Dispute Resolution and Governing Law

10.1 Disputes Between Account Holder and Procurement Agent

Internal Project Disputes: If any dispute arises between the Account Holder and Procurement Agent regarding the project or a Payment Request (for example, disagreement over an invoice’s legitimacy, or whether a certain item was within scope, or the Agent’s fee calculation), it is important to note that dospay is not a mediator or arbitrator of such disputes. Our role in such cases is neutral: we will hold the funds in the Account until we receive clear, agreed instructions on what to do, or an appropriate court or arbitral order.

Steps in event of dispute:

• We may suspend processing of the contested Payment Request or any further payments if we become aware of a serious dispute.
• We will likely reach out to both parties to inform them that we cannot act until the dispute is resolved and encourage you to find a resolution or provide joint written direction.
• You may choose to resolve disputes via negotiation, mediation, or any dispute resolution mechanism in your separate contract (Procurement Contract). Once you have a resolution, let us know how the funds should be handled (e.g., go ahead and pay, or pay a different amount, or return funds to the Account Holder, etc.).
• If the dispute is not resolved in a reasonable time and the funds in question need to be released or reallocated, either party may need to seek a court order. We are bound to follow a joint instruction from both of you or an order of an English court (or other competent tribunal) to resolve how to distribute the funds​.
• In extreme cases, as noted earlier, we might pay the disputed funds into court to remove ourselves from the conflict if the stalemate is likely to become protracted or legally complex​. This means a court then holds the money until it decides the outcome, and we are no longer involved.

We strongly encourage proactive and amicable resolution between the Account Holder and Agent. The Procurement Account’s purpose is to foster trust; if a dispute arises, try to use the transparency the account provides (all records and approvals) to pinpoint the issue. Often disputes can be solved by clarifying misunderstandings or documentation. Resorting to litigation will incur costs and delays for both of you.

While not required by these Terms, the parties may by separate agreement decide to use mediation or arbitration for their disputes. If you do and the result dictates what happens to the funds, we will follow that outcome once clearly presented by both parties.

10.2 Disputes Involving dospay

If you have a complaint or dispute with us (dospay) regarding our service or these Terms, we ask that you first try to resolve it by contacting us directly. You can reach out to your account manager or our support contact provided. We will listen to your concerns and attempt to address any problem in good faith. We have an internal complaints procedure (as an FCA-regulated firm) which we can provide upon request; it outlines how we handle complaints and the timeline for resolution.

In most cases, issues with our service can be resolved through communication (for example, if you believe we charged a fee in error, we can investigate and refund if appropriate, or if you are unhappy with a delay, we can explain and work to prevent recurrence).

However, if a dispute arises that cannot be amicably resolved, the following provisions apply:

• Governing Law: These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with English law​. Even if one or more parties is based outside of England, or funds are held elsewhere, the agreement to use this account and these Terms is an agreement under English law.
• Jurisdiction: We (dospay, Account Holder, and Procurement Agent) all agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Procurement Account service​. This means if any of us needs to initiate court proceedings against another, it should be done in England (likely the High Court in London, given these are potentially large transactions, but that’s a detail). Each party waives any objection to the English courts on the grounds of inconvenient forum or otherwise​.

• Interim Relief: The above does not prevent any party from seeking interim or injunctive relief in any appropriate jurisdiction if necessary to protect their interests pending formal resolution​.
• Contract (Rights of Third Parties) Act: No person who is not a party to these Terms shall have any right to enforce any term of this agreement under the Contracts (Rights of Third Parties) Act 1999. The only parties to this agreement are dospay, the Account Holder, and the Procurement Agent (if applicable) – they are the ones who can enforce it. An exception is that our affiliates, directors, officers, or agents are entitled to the benefit of any liability limitation or indemnity in these Terms​, and they can rely on those provisions as if they were parties (this is essentially to ensure that if one of our staff is sued personally for something related to this, they can point to the indemnity and liability limits). Nonetheless, the parties to these Terms can vary or terminate the Terms without consent from those third-party beneficiaries.
• Entire Agreement: These Terms (along with any Account-specific schedules or documentation explicitly incorporated, such as a Fee Schedule or Account Information Summary) constitute the entire agreement between dospay and you (Account Holder and Agent) regarding the Procurement Account​. They supersede any prior discussions, proposals, or agreements on the subject. In particular, if you had previously entered into a separate Procurement Account agreement or escrow agreement with us for this project, these Terms replace that and govern going forward. You acknowledge that you are not relying on any statement or representation not contained in these written Terms, and that no legal remedy exists for any pre-contractual statement not set out here, unless such statement was made fraudulently. (This basically means: everything we’re agreeing is in writing here; anything said earlier that isn’t included isn’t binding, unless it was a lie that induced you here – we’re not lying.)
• Amendments: Any amendment to these Terms must be made in writing. For individualised changes, it should be signed or expressly agreed by all parties (Account Holder, Agent, and dospay). For general updates to standard terms, we’ll notify you as per Section 5.5 and if you continue to use the service or do not object within the notice period, the changes will become effective. We cannot retroactively change terms for already-occurring events without agreement.
• No Waiver: If any party fails to enforce a provision of these Terms or delays in doing so, it does not waive that party’s right to enforce it later​. Similarly, a partial exercise of a right doesn’t prevent further exercise of that right. Each provision can be enforced as needed.
• Severability: If any part of these Terms is found by a court to be invalid, illegal, or unenforceable, that part shall be severed and the rest of the Terms will remain in effect. The parties shall endeavor in good faith to replace any invalid provision with a valid one that, as closely as possible, achieves the intended commercial effect of the original.

11. Miscellaneous Provisions

Finally, a few additional provisions to round out the Terms:

• Assignment: The Account Holder and Procurement Agent may not assign or transfer their rights or obligations under these Terms to any other person or entity without our prior written consent. The account is somewhat personal to the project and parties involved; you can’t just hand it over to a new owner or substitute agent without onboarding them through us. If, for example, the Account Holder entity is being replaced or the project sold, we’d need to arrange a new agreement or a formal transfer with our approval (and new KYC checks). On our side, we may assign or transfer our rights and obligations to an affiliate or successor (for instance, if we restructure our business or if another licensed entity takes over the service), but we would notify you in advance and ensure that the new provider is bound by equivalent terms and regulatory obligations.
• No Partnership or Agency: Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture, or agency relationship between dospay and the Account Holder or Procurement Agent (or between the Account Holder and Agent via us). We are an independent service provider. You two have your own relationship (designer-client, etc.), and we are not part of that contract beyond handling funds. No party has authority to act as agent for or bind another in any way under these Terms (except the limited authority the Procurement Agent has to instruct us as per the Account Holder’s mandate, which is a special case, and our authority to handle funds as given by you).
• Costs: Each party will bear its own costs incurred in the setting up and administration of the Procurement Account, except as explicitly provided (e.g., fees that one or the other pays). If one party incurs legal or other costs due to a breach by the other, then as covered in indemnities or other sections, they can recover those, but generally everyone pays their own way in normal circumstances.
• Notices: Official notices relating to termination or changes should be sent to the addresses or emails on record (as provided in the Account setup details). Ensure these are kept updated. While day-to-day communication can be on email, if there’s a significant notice (like termination), sending it via a more formal channel (like a letter or at least with a read-receipt email) is advisable. We have provided our registered office address above for any formal correspondence to dospay, and an email will be provided (for example, [email protected]) for such notices.
• Counterparts & Electronic Signature: If these Terms (or any account opening documents) need to be formally signed, they can be executed in counterparts (each party signing separate but identical copies) and that will constitute one agreement​. We also generally accept electronic signatures or acceptances (for instance, checking a box online or signing via DocuSign) as equivalent to physical signatures.
• Effective Date: These Terms become effective and binding once the Account Holder (and Procurement Agent, if applicable) have indicated acceptance (through signature or online agreement) and we have confirmed acceptance or opened the account. They remain in effect until the account is closed and obligations settled, except for surviving clauses.

By using the dospay Procurement Account service, you confirm that you have read and agree to these Terms & Conditions. This document is meant to clearly outline how the account works and to protect all parties involved. If anything is unclear, please seek clarification before proceeding. We are here to help ensure a secure, transparent, and successful management of your project funds.

Thank you for entrusting dospay with your procurement payments. We look forward to facilitating a smooth payment process for your project, with the assurance that your funds are handled properly every step of the way.