Terms and Conditions

1. About These Terms and Conditions

This document sets out the terms and conditions (the "Terms") governing your Aspire Business Account (the "Account"). These Terms, together with the Aspire Fees Schedule, the Privacy Statement, and any supplemental product terms, form the legal agreement (the "Agreement") between:

• you, the company in whose name the Account is maintained ("you" or "Client"); and
  

• us, AFT EU BV, a payment institution incorporated and registered in the Netherlands (KVK: 93225407) and authorised by De Nederlandsche Bank (DNB) as an electronic money institution, with DNB relation number R197650 having its registered office at Strawinskylaan 1647, Tower Seven, 16th floor, 1077XX Amsterdam ("Aspire", "we", "us", or "our").

The Account is a EUR-denominated payment account. The Account and related payment and foreign exchange services are provided via one or more duly authorised credit institutions, electronic money institutions and/or payment institutions, supervised by the competent European Union (EU)/European Economic Area (EEA) authorities. A current list of the main financial partners we use to provide the Account (including account‑holding institutions, payment processors and FX providers) is available here, and may be updated from time to time.

By opening an Account or using any Aspire payment services, you accept these Terms in full. If you disagree with any part of these Terms, you must not open or continue to use the Account.

These Terms may be updated from time to time. The version number and effective date are shown on the cover page. For existing clients, we will provide at least 30 days' notice before a new version takes effect. You can access the current version at any time through the Aspire app or at aspireapp.com/legal.

2. Conditions for Opening an Account

2.1 Eligibility

Aspire Business Accounts are available to companies that meet all of the following conditions:

• The entity is registered in the Dutch Chamber of Commerce (KvK)(with a valid government registration number);
  

• The entity is fully incorporated;
  

• The entity carries out a permitted business activity (see Section 2.3 below);
  

• The person opening the Account has full authority to enter into this Agreement and bind the entity;
  

• The entity is not subject to active insolvency, winding-up, or analogous proceedings.

Aspire Business Accounts are for commercial and business purposes only and may not be used for personal transactions.

2.2 Know your customer (KYC) and account opening

Each applicant must complete Aspire's KYC and onboarding process before an Account is opened. On successful KYC completion:

• A dedicated EUR Virtual Account (IBAN) is issued.
  

• The Account is activated for the payment services described in Section 4 of these Terms.

We may request additional information at any time (before or after opening) to comply with applicable anti-money laundering (AML), counter-terrorist financing (CTF), and other regulatory requirements. You must notify us immediately if there is a material change to your business, beneficial ownership, or the information you provided during onboarding.

2.3 Prohibited business activities

An Account will not be opened for, and an existing Account will be suspended or closed if we become aware that the Client is engaged in, any of the following:

• Unregistered charities 
  

• Correspondent banks
  

• Unlicensed or unregulated money services businesses
  

• Defence, weapons knives or other military
  

• NFT and Metaverse
  

• Narcotics - including sale or distribution of recreational drugs 
  

• Tobacco (including e-cigarettes)
  

• Adult content
  

• Cryptocurrency exchange and services (administrators, miners, wallet providers)
  

• Gambling, gaming and betting 
  

• Mining & Oil extraction
  

• Offendors of environmental regulations and perpetrators of environmental crime
  

• Trafficking of cultural artefacts and/or wildlife or protected species
  

2.4 Large corporation clients

2.4.1 A "Large Corporation" is any Client that does not qualify as a Microenterprise, i.e. any business which:

• employs ten or more people; or
  

• has an annual turnover and an annual balance sheet that both exceed €2 million (or the equivalent in another currency, converted at the European Central Bank reference rate applicable at the relevant date).
  

• Being classified as a Large Corporation does not affect your eligibility to hold an Account. It affects which provisions of these Terms apply to you, as set out throughout this Agreement.
  

2.4.2 If you are uncertain whether your business qualifies as a Large Corporation or a Microenterprise, please contact us. We will notify you of our classification of your Account and of any resulting changes to your rights under these Terms.

2.4.3 A "Microenterprise" is an enterprise which, at the time of entering into this Agreement, employs fewer than ten persons and whose annual turnover or annual balance sheet does not exceed €2 million (or the equivalent in another currency, converted at the European Central Bank reference rate applicable on the relevant date).

3. Your Account

3.1 How your account works

When you open an Account, you are issued a dedicated EUR payment account with a unique virtual IBAN. You can use your Account to send and receive payments, manage recipients, and access open banking services as described in these Terms.

3.2 Safeguarding

Your funds are held separately from Aspire's own funds in a safeguarded account maintained by our banking partner, in accordance with PSD2 safeguarding requirements. In the event of Aspire's insolvency, your funds are ring-fenced and you are a priority creditor in relation to those funds.

Your Account is a payment account, not a bank deposit. It is not covered by the Dutch Deposit Guarantee Scheme (DGS). Aspire does not pay interest on funds held in your Account.

3.3 How we communicate with you

We will contact you and send agreements, statements, and notices to you through the Aspire app or by email from an official Aspire domain (aspireapp.com). You must keep your contact details in the Aspire app up to date. We will use the Aspire app to notify you of any fraud, suspected fraud, or security threats relating to your Account.

Be vigilant: Aspire will never ask you to share your password, PIN, or full security credentials by email or phone. If you receive a suspicious communication claiming to be from Aspire, contact us immediately via the in-app chat.

3.4 Restrictions on using your account

3.5 Your Account must not be used (directly or indirectly) for the following:

• for illegal purposes (for example, committing fraud);
  

• for personal use;
  

• in a way that we reasonably believe might be harmful to us or our software or hardware which may thereby restrict our ability to provide our services;
  

• to abuse, exploit or get around any usage restrictions set of a third party (for example, using multiple cards to abuse a third party’s free trial period);
  

• to trade in currencies for speculative purposes (for example, to take advantage of any rise or fall, or discrepancies, in the value of a currency);
  

• If you’ve been declared bankrupt or insolvent, are being wound up, or a similar event is taking place.
  

4. Payment Services

4.1 We offer the following payment services on your Account. Detailed information about execution times, transaction limits, and supported currencies is available in the Aspire Support and the Fees Schedule.

4.2 Sending payments

You can send EUR payments to any bank account within the SEPA zone using SEPA Credit Transfer or, where the receiving bank supports it, SEPA Instant Transfer. You can also send payments in over 40 currencies to recipients worldwide.

When you submit a payment instruction, we will show you the applicable fee and, for foreign currency payments, the exchange rate before you confirm. Once you confirm a payment, the exchange rate is locked and the EUR equivalent is debited from your Account.

Payments submitted outside our processing hours are queued automatically and sent on the next business day. You can find our current processing hours in Aspire Support.

4.3 Receiving payments

You can receive EUR payments from any bank in the SEPA zone. You can also receive EUR from outside the SEPA zone via international correspondent banking. Share your IBAN with the sender to receive funds.

Payments are credited to your Account in accordance with the execution timelines published in the Aspire Support. We will notify you through the app when a payment is received.

4.4 Payment limits

We may apply limits on the amount you can send, receive, or hold in your Account. Any applicable limits are shown in the Aspire app. We may be able to increase the limit if you contact us. Limits can change from time to time; we will notify you of material changes in accordance with this Agreement.

4.5 Irrevocable payments

SEPA Instant Transfers cannot be cancelled once submitted.

4.6 Accuracy of payment details

You are responsible for ensuring that the payment details you provide (including the recipient's IBAN) are correct. If we execute a payment in accordance with the details you provide and those details are incorrect, we are not liable for any resulting loss, as it is provided in this Agreement.

4.7 When we refuse a payment

We will always (unless it would be unlawful or technically impossible for us to do so) notify you when we refuse to execute a payment instruction. Our notification will include:

• the fact that the payment has been refused;
  

• the reasons for the refusal, where possible and unless prohibited by law; and
  

• the procedure for correcting any factual errors that led to the refusal.

We will notify you as soon as practicable after the refusal via the Aspire app. We will not be liable for any losses arising from a refusal where we were acting in accordance with applicable legal or regulatory requirements or the terms of this Agreement.

We may refuse or delay a payment for any of the following reasons:

• legal or regulatory requirements prevent us from making the payment or require us to carry out further checks (for example, AML screening, sanctions compliance, or fraud prevention);
  

• you have breached these Terms in a way that we reasonably believe justifies refusal;
  

• the instruction is incomplete, ambiguous, or does not contain all information we need to execute it correctly;
  

• the amount would take you over an applicable transaction or account limit;
  

• there is insufficient balance in your Account to make the payment and cover any applicable fee;
  

• your Account has been suspended;
  

• you owe us money or we intend to exercise our right of set-off;
  

• you have been declared bankrupt or insolvent, are being wound up, or an analogous event is taking place;
  

• we are unable, despite reasonable efforts, to execute the payment on time;
  

• a third party is preventing execution of the payment; or
  

• you have not provided information we have reasonably requested.
  

Note: The obligation to notify you of a refusal and its reasons does not apply to Large Corporations where notification would be unlawful or where we are acting on instructions from a competent authority.

4.8 Payment delays and holds

We may delay or hold a payment (including inbound and outbound payments) if legal or regulatory requirements prevent us from processing it immediately or require us to carry out additional checks. For example, for AML screening, sanctions compliance, or fraud prevention purposes. Where we delay a payment, we will notify you through the Aspire app as soon as we are permitted to do so.

5. When a Payment does not go as Planned

We will always try to process your payments correctly and on time. The table below sets out what you must do and what we will do when something goes wrong, depending on whether you are a Large Corporation.

5.1 If you are not a Large Corporation

5.2 If you are a Large Corporation

5.3 Direct Debit Refunds

Note: The SEPA Core Direct Debit unconditional refund right does not apply to Large Corporations. 

5.4Returned payments in a different currency

If a payment you sent is returned and a currency conversion was involved, we will convert the returned amount back to EUR at the rate applicable at the time of return. The amount you receive may be more or less than the original payment. We are not liable for any resulting difference.

5.5 Reversing refunds

If we issue a refund under Section 5 (When a Payment does not go as Planned) and subsequently determine that you were not entitled to it - whether you are a Large Corporation or not - you must repay us the amount refunded. If your Account balance is insufficient, we will recover the amount in accordance with Section 9.3 (Right of Set-Off).

6. Managing Recipients

6.1 You can save recipient details in the Aspire app for future use. Adding a recipient requires the recipient's name, IBAN and potentially other information based on the type of payment instruction. Saved recipients are available to users with Admin, Finance-Transfer, or Finance-Submit roles.

6.5 You are responsible for keeping recipient details accurate and up to date. Aspire is not liable for payments sent to an incorrect recipient as a result of inaccurate details you have stored.

7. Verification of Payee

7.1 To help reduce the risk of misdirected payments, we verify the recipient name against the IBAN you provide before a payment is made. 

7.2 We will inform you if the name you have entered does not match the name registered to the IBAN. If you choose to proceed with a payment after receiving a non-match result, you accept responsibility for any resulting loss. We strongly recommend that you do not proceed where a name mismatch is indicated.

8. Open Banking

8.1 Allowing third parties to access your Account

You may authorise third-party providers (TPPs) to access your Account information or initiate payments from your Account on your behalf. To do so, a TPP must be authorised as a payment institution, account information service provider, or payment initiation service provider under PSD2 by a competent authority in an EEA member state, and where that authorisation was granted by an authority other than De Nederlandsche Bank (DNB), must have validly passported its services into the Netherlands in accordance with PSD2.

8.2 Granting and revoking TPP access

You can grant, review, and revoke TPP access at any time through the Aspire app. Granting access to a TPP does not transfer any of your obligations under these Terms to that TPP. You remain responsible for all activity on your Account, including activity initiated by a TPP you have authorised.

How we share your information with TPPs is set out in our Privacy Statement.

8.3 When we may block a TPP

We may block or restrict a TPP's access to your Account if:

• we have reasonable grounds to suspect fraud or unauthorised access associated with that TPP;
  

• the TPP's authorisation has lapsed, been withdrawn, or is otherwise no longer valid;
  

• the TPP is not or is no longer passported to provide services in the Netherlands; or
  

• we are required to do so by law, regulation, or the instruction of a competent authority.
  

Where possible, we will notify you before blocking a TPP's access. Where prior notice is not possible, we will notify you as soon as practicable afterwards, unless doing so would be unlawful.

8.4 Account information and payment initiation

Through authorised TPPs you may access your Account details, balance, transaction history, and statements. Authorised TPPs may also initiate payments from your Account and confirm the availability of funds, subject to your prior consent for each action and the applicable authentication requirements under Section 9.4 (Strong Customer Authentication).

9. Authorised Users

9.1 Account Owner

The Account is held in the name of the company that entered into this Agreement (the "Account Owner"). The Account Owner is responsible for all activity on the Account, including activity carried out by any Authorised User.

9.2 Authorised Users

The Account Owner may grant other individuals access to the Account ("Authorised Users"). All Authorised Users must be over 18 and must be authorised in writing (including via the Aspire app) by the Account Owner or an existing Admin user.

We treat all instructions given by an Authorised User acting within their assigned role as instructions given by the Account Owner. The Account Owner is responsible for:

• maintaining accurate and up-to-date records of all Authorised Users;
  

• promptly revoking access when an individual is no longer authorised; and
  

• ensuring that Authorised Users comply with these Terms.
  

The available roles are:

• Admin. Intended for company directors and senior management. Has full access to the Account and may manage the business, invite and manage Authorised Users and their roles, initiate and approve payments, manage cards, and access all features of the Accounting module, including viewing and creating or editing the chart of accounts and manual journal entries.
  

• Finance. Intended for finance team members. May view financial information, manage day-to-day payment activity, and access the Accounting module on a view-only basis (including the chart of accounts, journal entries, reconciliations, and reports). Transfer permissions are configured by an Admin when the user is invited and may be set to: (i) initiate payments, (ii) submit payments for approval only, or (iii) view-only, with no ability to initiate or submit payments.
  

• Accountant. Intended for an internal accountant or an external accounting service provider. Has banking permissions equivalent to a view-only Finance user, with no ability to initiate or submit payments. Has full access to the Accounting module, including viewing and creating or editing the chart of accounts, manual journal entries, reconciliations, transaction matching, and reports. Individuals assigned this role must complete any identity verification or KYC checks required by Aspire before access is granted.
  

• Employee. Intended for managers and other team members. May use company cards within assigned spending limits and submit expenses or claims. Does not have access to company financial information or the Accounting module, and may not manage the business, other Authorised Users, or payment permissions.
  

The Account Owner may update role assignments at any time through the Aspire app. Aspire is not liable for actions taken by an Authorised User that exceed the Account Owner's intentions, where those actions fell within the role permissions assigned by the Account Owner.

9.3 Team Members

Where the Account Owner shares personal data of individuals with Aspire for the purpose of inviting them to access Aspire services - but those individuals have not yet accepted access - those individuals are "Team Members" for the purposes of the Data Processing Addendum set out in the Schedule to these Terms. Once a Team Member accepts access and is granted a role, they become an Authorised User.

9.4 Strong Customer Authentication (SCA)

To protect you and comply with PSD2, we apply Strong Customer Authentication (SCA) when you access your Account and when you authorise payment instructions. SCA requires you or your Authorised User to verify identity using at least two of the following factors: something you know (e.g. a password or PIN), something you have (e.g. a registered device), or something you are (e.g. biometric verification).

We may apply SCA exemptions where permitted by applicable law (for example, for low-value or low-risk transactions). Where SCA is required and cannot be completed, the payment or account access request will not be processed.

9.5 Automated processing and human review

We use automated tools to screen transactions and accounts for fraud, money laundering, and sanctions compliance. These tools may flag activity that results in a payment being delayed, held, or an account being suspended. However, we do not make solely automated decisions with legal or significant effect on you. Any material outcome, such as blocking a payment or suspending your account, involves human review before a final decision is taken. 

You have the right to express your view on any such decision and to request that it be reviewed by contacting us via the in-app chat or at support@aspireapp.com.

9.6 Keeping your Account secure

You and your Authorised Users must:

• keep all login credentials and security codes confidential
  

• use a strong, unique password for the Aspire app
  

• close the app when it is not in use
  

• notify us immediately if you believe your Account has been compromised
  

Contact Aspire Support via the in-app chat immediately if you suspect unauthorised access to your Account.

10. Inviting Team Members

10.1 The invitation process

To grant an individual access to your Account as an Authorised User, you must invite them through the Aspire app. The invitation process requires you to provide certain personal data about the individual being invited, which may include their name, work email address, and role within your organisation ("Invitation Data").

When you submit an invitation, Aspire will use the Invitation Data to send the individual an invitation to register for access and to set up their credentials. Until the individual accepts the invitation and completes registration, they are a "Team Member" for the purposes of these Terms and the Data Processing Addendum set out in the Schedule.

10.2 Your responsibilities as data controller for Team Members

When you share Invitation Data with Aspire, you are acting as the data controller in respect of that personal data. Aspire processes Invitation Data solely on your behalf and in accordance with your instructions, as set out in the Data Processing Addendum.

Before inviting a Team Member, you must ensure that:

• you have a lawful basis under applicable data protection law to share that individual's personal data with Aspire;
  

• the individual has been informed that their personal data will be shared with Aspire for the purpose of giving them access to your Account; and
  

• where required by applicable law, you have obtained the individual's consent or have another valid legal basis for sharing their data.
  

Aspire is not responsible for your compliance with your data protection obligations as controller in respect of Team Members.

10.3 What happens when a Team Member accepts

Once a Team Member accepts their invitation and completes registration, they become an Authorised User under Section 9.2 and are assigned the role you designated at the point of invitation. At that point, Aspire becomes a data controller in respect of their personal data in connection with their use of the Account, in accordance with our Privacy Statement.

10.4 Removing Team Members

You must promptly revoke a Team Member's access through the Aspire app if:

• they no longer work for your organisation or are no longer authorised to act on your behalf;
  

• their role changes in a way that affects the access they should have; or
  

• you have any reason to believe their credentials have been compromised.
  

Aspire is not liable for actions taken by a former Team Member whose access was not promptly revoked by you.

11. Liability 

11.1 Limits on our liability

Unless required by applicable law, we are not liable for:

• indirect, consequential, or special losses, including lost profits or business opportunity;
  

• losses caused by events beyond our reasonable control, including outages of third-party infrastructure;
  

• losses arising from incorrect payment details you have provided;
  

• currency conversion losses on FX payments you have confirmed; or
  

• the acts or omissions of TPPs operating under your open banking consent.
  

11.2 Unauthorised transactions

If you become aware of an unauthorised transaction, notify us via the in-app chat as soon as possible and no later than 13 months after the transaction date. We will investigate and, where the transaction is confirmed as unauthorised, will refund the amount in accordance with applicable law. We are not obliged to refund you if you acted fraudulently or failed to keep your security credentials safe with gross negligence.

For Large Corporations, the notification timeline and our refund obligations differ - see Section 5.2 (When a Payment does not go as Planned - Large Corporations).

11.3 Misdirected payments

If you believe a payment has been sent or received in error, contact Aspire Support immediately. We will use reasonable endeavours to help recover misdirected funds but cannot guarantee recovery. Where a payment has been received into your Account in error, we reserve the right to reverse that payment, including after part of the funds have been spent, on reasonable notice.

12. Fees and Exchange Rates

12.1 How fees are charged

The fees that apply to your Account are set out in the Aspire Fees Schedule, which forms part of this Agreement. Fees are deducted directly from your Account at the time the relevant service is provided. Before you confirm any payment or currency conversion, we will show you the applicable fee and, where relevant, the exchange rate in the Aspire app.

Where an outgoing transaction has been successfully processed and sent by Aspire but is subsequently rejected by the beneficiary bank or otherwise returned to Aspire, we will credit your Account only with the amount actually received by Aspire as a rollback or return of funds. Any fees charged for processing the original transaction will not be refunded, as the relevant service has already been provided.

12.2 Negative balance

Your Account is not a credit facility. You may not make payments exceeding your available balance. If your Account balance becomes negative for any reason (for example, because a fee is applied when your balance is insufficient), you must top up your Account to restore a positive balance within 7 days of our request to do so. No interest or penalty fees apply to a negative balance during that period.

12.3 Right of set-off

If you owe us any amount under this Agreement, we may deduct that amount from any funds we hold in your Account or from any payment we are due to make to you. This is our right of set-off. You have no equivalent right of set-off against us.

If your balance is insufficient to cover amounts owed and you do not remedy this within 7 days of our request, we may recover the outstanding amount by exercising our right of set-off against any future credits to your Account, or by taking other legal steps including instructing lawyers or debt collection agents. We may charge you our reasonable recovery costs in that event.

12.4 Third-party fees

Other banks or intermediaries involved in processing a payment may apply their own fees. These may reduce the amount received by your beneficiary. We are not responsible for third-party fees charged outside our control.

12.5 Special costs

If we become involved in a legal dispute or proceedings between you and a third party (for example, if a creditor levies an attachment over funds we hold for you), we may incur costs including legal fees and processing charges. You are required to compensate us fully for any such costs, as we are not a party to your dispute. We will inform you of the nature and reason for any such costs before charging them.

13. Account Statements and Transaction History

You can access your transaction history, account balance, and statements at any time through the Aspire app. Statements are available to download while your Account is active.

If your Account is closed, you may request historical statements by contacting Aspire Support. We retain transaction records for a minimum of five years from the date of the transaction, in accordance with applicable Dutch law. We do not retain Personal Data for longer than is necessary for the purpose for which it was processed, except where a longer period is required by law. The applicable retention periods, and the criteria used to determine them, are set out in our Privacy Statement.  

14. Where payments are returned in a different currency

Sometimes, the money you've asked us to transfer to someone is not paid into their account and is returned to us. If we had to carry out a currency exchange when we sent the payment, and can show that we did everything right, when we return the money to you we'll convert it back to the original currency using the rate that applies at the time. This means that the amount you receive back into your Aspire Business Account might be less or more than the payment you made. We will not be responsible for any losses you incur as a result.

15. Are we responsible if something goes wrong with your Business Account or the Aspire app?

Unless you have incurred losses because:

• we failed to meet our obligations to make payments into or out of your Account (except if those events were beyond our control);
  

• we acted fraudulently or negligently, or deliberately failed to do something;
  

• we failed to perform our services and your losses are the direct result of our failure
  

we won't be responsible to you for any of the following, whether direct or indirect, that arises in connection with these Terms:

• loss of income or profit;
  

• loss of goodwill or damage to your reputation;
  

• loss of business contracts or opportunities;
  

• loss of anticipated savings; or
  

• consequential loss.
  

Except when the law states otherwise, we also won't be liable for any loss you suffer as a direct or indirect result of the following:

• the actions of any Authorised Person acting in line with these Terms and within any restrictions you have set;
  

• you giving us incorrect or incomplete information;
  

• any delays in or disruptions to our services;
  

• any faults, mistakes or inaccuracies of any kind in our services;
  

• information or services provided by third parties;
  

• anything a third party does or fails to do.
  

This section does not apply to our responsibility to refund any amount under the section “Your refund rights for all other payments”.

16. When you might be responsible for our losses

If you have broken these Terms, and this has caused us to suffer a loss, the following will apply:

• you will be responsible for any losses we suffer as a result of your action (we will try to keep the losses to a minimum);
  

• if your actions result in us losing profits, you may also be responsible for those losses. You won't be responsible if this would mean that we are compensated twice for the same loss; and
  

• you will also be responsible for any reasonable legal costs that arise as a result of our losses.

Our right to suspend or close your Aspire Business Account.

We can suspend or close your Business Account for various reasons, and the amount of notice we’ll give you depends on the reasons for account closure. Generally, we will give you 60 days notice before we end this Agreement unless you are a Large Corporation in which case, we can end this Agreement by giving you 30 days' notice.

We may also suspend or close your Account immediately in the following “Exceptional Circumstances”:

• you have breached any of the restrictions on use set out in Section 3.4 (Restrictions on using your Account);
  

• you've broken these Terms in a serious or persistent way (for example, enabling people who are not Authorised Persons to access our services via the Aspire app);
  

• we've asked you to repay money you owe us and you haven't done so within a reasonable time;
  

• there's been a material change in the beneficial ownership or management of your business;
  

• we have good reason to believe that you've disposed of significant business assets;
  

• you are a sole trader and you die or you are a partner in a business and the partnership ends; or
  

• we have to do so under any law, regulation, court order or instructions of an ombudsman.
  

If we close your Aspire Business Account and so end your Agreement with us, this may also end any other agreements you have with us or through us with third parties. If your Business Account has been temporarily restricted, we may not be able to close your Account until we have completed our enquiries. Please contact us through the in-app chat for more information.

17. Changes to These Terms

We will change the Agreement only for legitimate reasons, including in particular:

• To simplify it.
  

• To reflect the way our business is run (including if there is a change in the way a financial system or technology is provided) and how we provide services to you including any changes in the associated costs.
  

• Due to legal or regulatory requirements.
  

• We are introducing a new product or service.
  

If we are introducing a new product or service that will be covered by the Agreement, we will add the new terms without notice but we will let you know this is part of the Agreement before you use the new product or service.

If we are changing the Agreement, and the change relates to payments into and out of your Aspire Business Account, we will give you 60 days’ notice before we make any change. For all other changes that do not relate to payments into and out of your Aspire Business Account, we will give you 10 business days’ notice. The 10 business days' notice applies to any changes to the Aspire Fees Schedule where the change is unrelated to the regulated payment services we provide (for example, a change to a subscription fee or to a fee for an Aspire product that is separate from your Account).

During the notice period, you have the right to opt out of the changes applying to you by closing your Business Account but if you choose not to, the changes to the Agreement will take effect.

Note: For changes to features available in addition to the core services of your Business Account, we’ll only give you notice if you have signed up to those features (these features include our Expenses and Payroll features and our payment processing services).

18. Closing Your Account

18.1 Closure by you

You may close your Account at any time by contacting Aspire Support via the in-app chat. Before closing, please ensure all pending payments have been processed. Any remaining balance will be transferred to an external EUR account you nominate, subject to any required compliance checks.

18.2 Closure or suspension by us - standard notice

We may close your Account by giving you:

• 60 days' written notice if you are not a Large Corporation; or
  

• 30 days' written notice if you are a Large Corporation.
  

Notice will be given via the Aspire app or by email to your registered address.

18.3 Closure by us - immediate closure (Exceptional Circumstances)

We may suspend or close your Account immediately, without prior notice, in any of the following circumstances ("Exceptional Circumstances"):

• we reasonably suspect the Account is being used for fraud, money laundering, terrorist financing, or any other illegal purpose;
  

• you have materially breached these Terms and, where the breach is capable of remedy, have not remedied it within 10 business days of our written notice;
  

• you have provided false or materially misleading information during onboarding or at any point during the relationship;
  

• there has been a material change in the beneficial ownership or management of your business that you have not disclosed to us;
• we have good reason to believe you have disposed of significant business assets;
  

• you have been declared bankrupt or insolvent, are being wound up, or an analogous event is taking place; or
  

• we are required to do so by law, regulation, court order, or the instruction of a competent authority.
  

Closure under Exceptional Circumstances may also terminate any related agreements you hold with us or through us with third parties.

18.4 What happens to your balance on closure

On closure of your Account:

• If closure is not due to Exceptional Circumstances: we will transfer your remaining EUR balance to a nominated external account as soon as reasonably practicable, subject to any required compliance checks. If you wish to receive funds in a currency other than EUR, you must arrange conversion through your receiving bank or another provider, as your Account holds funds in EUR only.
  

• If closure is due to Exceptional Circumstances: we will transfer your remaining EUR balance to a nominated external account once we have completed any required compliance or legal review. We are not liable for any delay in doing so where that delay results from our obligations under applicable law.
  

18.5 Unclaimed balances after closure

If you are unable to transfer your remaining balance before or at the point of closure, you may contact us at support@aspireapp.com for up to 6 years after closure to arrange transfer of any remaining funds. After that period, applicable law will govern the treatment of unclaimed funds.

18.6 Amounts owed to us on closure

If you owe us any amount at the time of closure, we will deduct it from your remaining balance before transferring funds to you. If your balance is insufficient to cover amounts owed, you remain liable for the outstanding amount and we may pursue recovery by other means.

19. How to Make a Complaint

19.1 Contacting us first

If you have a complaint about your Account or our services, please contact us in the first instance through the in-app support chat or at support@aspireapp.com. You will need to provide:

• your name and the name of your business;
  

• the phone number and email address associated with your Account;
  

• a clear description of the issue and when it arose; and
  

• how you would like us to resolve it.

We will acknowledge your complaint promptly and aim to resolve it within 15 business days of receipt. In exceptional cases where a full response is not possible within 15 business days, we will send you an interim response explaining the delay and indicating when a final response will be provided. In any event, we will provide a final response within 35 business days.

We will communicate with you in English unless we agree otherwise.

The 15 business day response commitment does not apply to Large Corporations. We will handle complaints from Large Corporations within a reasonable timeframe. While the 15 and 35 business day targets under PSD2 do not apply as mandatory obligations to Large Corporations, we treat those timeframes as our benchmark and will aim to meet them in practice. In any event, we will handle all complaints in accordance with applicable law and our obligations as a licensed electronic money institution supervised by DNB.

19.2 Escalation - Kifid (Financial Services Complaints Institute)

If your complaint is not resolved to your satisfaction, you may be eligible to refer it to Kifid, the independent financial services dispute resolution body in the Netherlands.

Eligibility for Kifid:

Kifid is available to you if your business meets both of the following conditions at the time of the complaint:

• your business employs fewer than 10 people; and
  

• your annual turnover or balance sheet total does not exceed €2 million.
  

If your business qualifies as a Large Corporation under Section 2.4 of these Terms, you are not eligible to refer complaints to Kifid.

How to contact Kifid:

• Website: www.kifid.nl
  

• Post: Kifid, Postbus 93257, 2509 AG Den Haag, Netherlands
  

• You must generally contact Kifid within 3 months of receiving our final response.
  

Kifid's decisions may be binding or advisory depending on the nature of the complaint and the procedure followed. Further information on Kifid's scope, procedures, and binding decision framework is available at kifid.nl.

19.3 Escalation - De Nederlandsche Bank (DNB)

DNB is the prudential supervisor of AFT EU BV as a licensed electronic money institution. If your complaint concerns a potential breach of the regulatory requirements governing our licence - for example, relating to safeguarding of funds or our authorisation as an EMI - you may report this to DNB.

DNB does not handle individual commercial disputes or compensation claims between clients and payment institutions. For individual disputes, please use the Kifid route above (if eligible) or pursue your rights through the courts.

How to contact DNB:

• Website: www.dnb.nl
  

• Post: De Nederlandsche Bank N.V., Postbus 98, 1000 AB Amsterdam, Netherlands
  

19.4 Escalation - Courts

Nothing in these Terms prevents you from pursuing your rights through the competent courts of Amsterdam in accordance with Section 23.1. Large Corporations and clients who are not eligible for Kifid may pursue unresolved complaints through the courts.

20. Intellectual Property

All intellectual property in our products (for example, the content on the Aspire Platform, our website, our logo and card designs, software, databases, trade names, domain names, and confidential information including know-how and trade secrets) are owned by the Aspire Group and/or respective third-party proprietors identified on the Platform, whether registered or unregistered.

You must not reproduce, transmit, publish, perform, broadcast, store, adapt, distribute, display, license, alter, hyperlink, or otherwise use any of our intellectual property without our prior written consent. Access to the Platform or use of our Services does not grant you any licence or right to use our intellectual property.

You also must not reverse-engineer any of our products (that is, reproduce them after a detailed examination of their construction or composition). No trademark, service mark, or logo used on the Platform may be used as a hyperlink or to mark any hyperlink to any Aspire Group member's site or any other site without Aspire's prior written consent.

21. Processing  your Personal Data

To provide services under this agreement we will need to collect and process information about you (and any Authorised Person). The Data Processing Addendum set out in the Schedule of these Terms sets out your and our obligations in respect of the Personal Data you provide us or we otherwise process in connection with these Terms. We do not need your consent to process your Personal Data, unless we tell you otherwise. When we act as the Controller, our Privacy Statement sets out the legal grounds we rely on (including providing our services and meeting our legal obligations) and your rights over your data. 

22. Confidentiality

By entering into this agreement you acknowledge that we may disclose to other entities within the Aspire group, third parties that provide services to us (or to other entities within the Aspire group), and subcontractors of such third parties, the following information:

• the fact that you are our client;
  

• what services we provide to you;
  

• the account number;
  

• your account balance(s);
  

• operations performed or being performed on your behalf;
  

• your debt obligations to us;
  

• circumstances of providing the financial services to you;
  

• your financial situation and assets;
  

• other commercial information you have provided to us when opening the account; and
  

• your activities, plans, debt obligations or transactions with other persons.
  

The above information may be disclosed to the above recipients where:

• it is necessary for the performance of financial accounting, audit or risk assessment;
  

• we use common information systems or technical equipment (servers);
  

• it is necessary for the delivery of services offered to you;
  

• it is necessary for the processing and execution of transactions via specific payment methods;
  

• it is necessary to develop or improve the services we provide across the Aspire Group;
  

• it is necessary to provide you with consolidated information of different Aspire Group entities;
  

• you have consented to receive promotional content or we provide it to you based on other legal reasons.
  

We may also disclose the above information to a third party we are assigning, pledging or transferring, or intending to assign, pledge or transfer (any parts of) our business, rights, claims or obligations arising from an agreement concluded with you.

All of the above we call a “client secret”, which we have to protect as required by the applicable regulations. We will make sure that the third parties to whom the above information is disclosed are bound by a contractual or statutory duty of confidentiality unless otherwise provided in the law.

The client secret may be disclosed in case it is required by law, in particular at the request of the law enforcement, regulatory, tax or other public authorities and the judicial authority acting within the framework of a court proceedings.

Where the information disclosed under this section includes Personal Data, we will only disclose it where we have a lawful basis to do so under Data Protection Laws, and any such disclosure is made in accordance with our Privacy Statement.

23. General

23.1 Governing law and jurisdiction

These Terms are governed by the laws of the Netherlands. Any disputes shall be subject to the exclusive jurisdiction of the competent courts of Amsterdam, without prejudice to your right to bring proceedings in your local court where required by mandatory law.

23.2 Severability

If any provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid, and the remaining provisions will continue in full force.

23.3 Entire agreement

These Terms (together with the Fees Schedule, Privacy Statment, and any supplemental terms) constitute the entire agreement between you and Aspire in relation to your Account.

23.4 Language

These Terms are provided in English. If a translation is made available, the English version prevails in the event of any inconsistency.

23.5 How to contact us

• In-app chat: available 24/7 for day-to-day queries
  

• Email: support@aspireapp.com
  

• Legal notices: legal@aspireapp.com
  

• Data Protection Officer: dpo-nl@aspireapp.com
  

• Post: AFT EU BV, Strawinskylaan 1647, Tower Seven, 16th floor, 1077XX Amsterdam, the Netherlands.

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Schedule - Data Processing Addendum

Definitions

The following definitions apply in this Data Processing Addendum:

"Account Owner" has the meaning given in Section 9.1 of these Terms - the company in whose name the Account is held.

"Authorised Users" has the meaning given in Section 9.2 of these Terms - individuals granted access to the Account by the Account Owner.

"Team Members" has the meaning given in Section 9.4 of these Terms - individuals whose personal data has been shared by the Account Owner with Aspire for the purpose of being invited to access Aspire services, but who have not yet accepted that access.

"Data Protection Laws" means any applicable law relating to the protection of personal data, including the General Data Protection Regulation (EU) 2016/679 and any Member State law implementing or transposing the same, as amended, superseded, or replaced from time to time.

"Data Subject Request" means a request by a Data Subject to exercise their rights under Data Protection Laws.

"DPA" means this Data Processing Addendum.

The terms "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Processing", and "Processor" have the meanings given to them under Data Protection Laws.

General

We may act as either a Controller or a Processor of the Personal Data we process in the course of performing our obligations under these Terms. More information on the situations when we act as a Controller or a Processor is set out in the sections headed “Aspire as a Controller” and “Aspire as a Processor” below.

You and we both agree to comply with our obligations under Data Protection Laws when performing our respective obligations under these Terms (and, specifically, this DPA).

You warrant that you have all rights and have provided all necessary notices to affected Data Subjects required under Data Protection Laws to share any Personal Data with us pursuant to these Terms.

Aspire as a Controller

Aspire acts as Controller of personal data it processes in connection with:

• Account Owners - the companies that enter into this Agreement;
  

• Authorised Users -  individuals who have accepted an invitation and completed registration to access an Account; and
  

• Other natural persons connected to the Account Owner whose personal data we process to meet our legal and regulatory obligations - including Directors, Beneficial Owners, Authorised Signatories and other individuals subject to our KYC, AML, CTF and Sanctions checks.
  

For further information on how Aspire handles personal data as Controller, please see our Privacy Statement.

Processor obligations

Where we process Personal Data as a Processor pursuant to these Terms, we will:

• only process the Personal Data in accordance with your written instructions (which are exclusively and comprehensively set out in these Terms), unless we are otherwise required to process the Personal Data to comply with applicable laws, in which case we will, to the extent permitted by the relevant law, notify you of this requirement prior to Processing the Personal Data for this purpose;
  

• ensure that all our personnel that have access to and/or process Personal Data are obliged to keep it confidential;
  

• implement appropriate technical and organisational security measures to safeguard Personal Data against unauthorised or unlawful processing, access, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, unavailability, destruction, or damage;
  

• to the extent technically possible, provide you with reasonable assistance in respect of any Data Subject Request you receive in relation to the Personal Data;
  

• notify you without undue delay if we become aware of a Personal Data Breach affecting the Personal Data and provide you with such assistance as you may reasonably require to comply with your obligations under Data Protection Laws in respect of such Personal Data Breach;
  

• where necessary, assist you in ensuring compliance with your obligations under Data Protection Laws with respect to data protection impact assessments and prior consultations with data protection supervisory authorities or regulators;
  

• upon your request, either delete or return the Personal Data to you upon termination of the services, unless we are required by applicable laws to retain any such data; and
  

• upon your request, provide you with appropriate records to demonstrate our compliance with this DPA. In the event you (acting reasonably) consider the records we provide to be insufficient to demonstrate our compliance with this DPA, we will allow you, or an independent auditor appointed on your behalf, to conduct an audit of our premises for this purpose, subject to the following conditions: (i) we must give prior written approval for any independent auditor you nominate; (ii) you may only exercise your right to audit us once per calendar year; and (iii) any such audit must be notified to Aspire in writing at least 30 days in advance of the audit.
  

Processing activities

The details of the Processing to be carried out by us as a Processor on your behalf are as follows:

• Subject matter, nature and purpose of the Processing: provision of the services pursuant to these Terms.
  

• Duration of the Processing: the duration of these Terms.
  

• Categories of Personal Data: the Invitation Data, namely names, work contact details (such as work email address) and role within the Account Owner’s organisation. 
  

• Categories of Data Subjects: Team Members.
  

Appointment of Sub-processors

You consent to Aspire appointing third parties to process Personal Data (“Sub-processors”) to assist with the provision of the services. Before appointing or replacing any Sub-processor, we will provide you with reasonable advance notice to give you an opportunity to object to such appointment or change.

In respect of each Sub-processor, we will:

• require the Sub-processor to agree to the same data protection obligations as those imposed on us under this DPA; ; and
  

• remain liable to you for the acts and omissions of the Sub-processor.
  

International transfers

We may transfer any Personal Data we process in connection with these Terms outside of the EEA provided that we will ensure that any such international transfer of Personal Data will be carried out in accordance with the GDPR, on the basis of an adequacy decision or appropriate safeguards (such as the European Commission’s Standard Contractual Clauses, together with any supplementary measures required). 

Liability

The exclusions and limitations of liability set out under section “Are we responsible if something goes wrong with your Business Account?” of these Terms will apply to this DPA. Nothing in these Terms or this DPA limits or excludes either party’s liability to a Data Subject under the GDPR, or any other liability that cannot be limited or excluded under Data Protection Laws.