APPROVALMAX PAY
Terms and conditions

1.1 Introduction

These terms and conditions (Terms) govern the service ("ApprovalMax Pay") through which ApprovalMax Limited ("ApprovalMax”) will enable you to manage and pay invoices to your suppliers (“Suppliers”).

ApprovalMax Pay integrates with third-party providers, Yapily (defined below) for Open Banking payment initiation and Currency Cloud (defined below) for electronic money (“e-money”) and currency exchange services, to facilitate payments. You can access multi-currency wallets, perform domestic and international payments, and conduct foreign exchange operations.

These Terms are an important document, and for your own benefit and protection, we would ask that you read them carefully before proceeding. They include terms and conditions in respect of the following:

• your eligibility to receive ApprovalMax Pay, and our onboarding requirements including performing "Know Your Business" (“KYB”) and anti-money laundering checks;
• your account setup and security measures to ensure safe access.;
• payment processing details, including Open Banking transactions and electronic money wallet services (“E-Wallet Services”);
• fees and additional charges, specifying that extra costs only apply based on actual customer usage;
• service limitations, liability, and compliance measures to align with the UK, EU, and US regulatory standards; and
• termination, dispute resolution, and governing law provisions under the jurisdiction of England and Wales.

There Terms should be read in conjuction with:

• our ApprovalMax Terms and Conditions (“General Terms”);
• our Privacy Policy; and
• the third party providers’ terms of service described in clause 1.3 below.

In these Terms, reference to we/our/us are to ApprovalMax. Any references to you/your are references to you as a user of ApprovalMax Pay.

1.2 Our Details

ApprovalMax is a private limited company registered in England and Wales with company number 11326265. Our registered office is located at 3rd Floor, 86-90 Paul Street, London, England, EC2A 4NE, United Kingdom.

1.3 Mandatory Conditions

To access and use ApprovalMax Pay, you must:

• have an existing account with ApprovalMax which you can access through the ApprovalMax website (www.approvalmax.com), our mobile application or browser-based application (app.approvalmax.com) (“Software Account”); and
• have agreed to our General Terms.

Your use of ApprovalMax Pay is therefore subject to both these Terms and the General Terms. In case of any conflict or inconsistency between these Terms and the General Terms, these Terms will prevail.

• Yapily Connect Ltd (“Yapily”), a private limited company registered in England and Wales with company number 11598433, whose registered address is located at 86-90 Paul Street, London, England, EC2A 4NE, United Kingdom (“Yapily Terms of Service”). Yapily is authorised and regulated by the UK Financial Conduct Authority (“FCA”) under firm reference number 827001. Yapily will provide you with payment initiation services and account information services, and we explain what these services mean in clause 4 of these Terms; and
• if you are:
  • located in the UK, The Currency Cloud Limited (“TCCL”), a private limited company registered in England and Wales with company number 06323311, whose registered address is located at 1 Sheldon Square, London, W2 6TT, United Kingdom (“TCCL Terms of Service”). TCCL is authorised and regulated by the FCA under firm reference number 900199;
  • located in the EU, Currencycloud B.V. (“CCBV”) a company incorporated in the Netherlands under company registration number 72186178 and whose registered office is at Nieuwezijds Voorburgwal 296-298, 1012RT Amsterdam, the Netherlands (“CCBV Terms of Service”). CCBV is authorised by the Dutch Central Bank (de Nederlandsche Bank N.V./DNB) with Relation Number R142701; and
  • located in the US, TCCL (also under the TCCL Terms of Service) and The Currency Cloud Inc. (“TCCI”) a FinCEN registered money service business, and an authorized money transmitter regulated by the federal and certain state governments of the US (“TCCI Terms of Service”),

  with TCCL, CCBV and TCCI each referred to in these Terms as “Currency Cloud”, and the TCCL Terms of Service, the CCBV Terms of Service and the TCCI Terms of Service each referred to in these Terms as the “Currency Cloud Terms of Service”. Currency Cloud will provide you with e-money and currency exchange services and we explain what these services mean in clause 5 of these Terms.

The provision of ApprovalMax Pay is conditional upon your prior acceptance of:

•  the Yapily Terms of Service accessed via this link: https://www.yapily.com/legal/end-user-terms; and 
•  the Currency Cloud Terms of Service via this link: https://www.currencycloud.com/legal/terms/ 

When you accept these Terms, you will also be accepting the Yapily Terms of Service and the Currency Cloud Terms of Service applicable to you. Subject to any requirements under applicable law, in the event of any conflict between these Terms and the Yapily Terms of Service and the Currency Cloud Terms of Service that are applicable to you, these Terms shall prevail.

It is important that you read these Terms and, separately, the Yapily Terms of Service and the Currency Cloud Terms of Service applicable to you as they are legally binding on you and create direct contractual rights and obligations between you and Yapily and Currency Cloud, which are additional to the contractual rights and obligations in these Terms. Please note that the Yapily Terms of Service and the Currency Cloud Terms of Service applicable to you may be amended by Yapily and Currency Cloud (respectively) from time to time and we will provide you with any such updated agreement when we receive it.

1.4 Effective Date

These Terms become effective once you electronically confirm your acceptance on our website or application. At that point you also accept the terms of the Yapily Terms of Service and the Currency Cloud Terms of Service applicable to you.

1.5 Your Acknowledgments

When you enter into these Terms, you agree that ApprovalMax is authorised to:

• enter into an agreement with Yapily, acting as your agent, for Yapily to provide you with payment initiation services and account information services, and you accept and are bound by the Yapily Terms of Service;
• enter into an agreement with Currency Cloud, acting as your agent, for Currency Cloud to provide you with e-money, currency exchange and related services; and
• give instructions (as provided for in the Yapily Terms of Service, the Currency Cloud Terms of Service applicable to you, and in these Terms) and provide information concerning you to Yapily and Currency Cloud, and Yapily and Currency Cloud are entitled to rely on any such instruction or information without further enquiry.

1.6 Contacting Us

For any inquiries or to discuss elements of these Terms or our services, please reach out to us at support@approvalmax.com.

More generally, our contact information is as follows:

ApprovalMax Limited

3rd Floor, 86-90 Paul Street, London, England, EC2A 4NE, United Kingdom

Email: support@approvalmax.com

Website: www.approvalmax.com

1.7 Geographic Restrictions

ApprovalMax Pay and associated information are intended for use within the UK, the EU, and the US. The service does not constitute an offer or solicitation in jurisdictions where such actions are prohibited by law. Users outside these jurisdictions should verify the legality of using ApprovalMax Pay in their location before accessing the service.

2.1 Overview

ApprovalMax Pay facilitates payment management, allowing you to handle multiple Supplier payments through your Software Account.

2.2 Eligibility Requirements

To use ApprovalMax Pay, you must:

• be an individual at least 18 years of age who:
  • is resident in the UK, the EU, or the US; and
  • has sufficient legal capacity to enter into these Terms; or
    
    
• be a legal entity that is:
  • incorporated or established in the UK, the EU, or the US;
  • has a principal place of business in one of these jurisdictions;
    
    
• provide us with the information that we may request from you as part of our E-Wallet Services setup procedures.

2.3 Verification Process

Before activating your access to ApprovalMax Pay, we will perform KYB and anti-money laundering checks. This process requires you to submit specific information, documents, and data to us.

2.4 Bank Account Details

To perform payments in the UK via Open Banking, you must supply details of a bank account ("Connected Bank Account") in your name or in the name of a company for which you have permission to act on behalf of, at a bank or building society in the UK that falls within the scope of bank accounts accepted by Open Banking, Yapily and ApprovalMax. We will share your Connected Bank Account’s details (account number, sort code, IBAN) with Yapily to enable Yapily to provide you with payment initiation services through ApprovalMax Pay. You may be directed to Yapily’s secure portal to grant permission for Yapily to access your Bank Account information, which may need refreshing for subsequent payments.

2.5 ApprovalMax Pay Account Approval

Upon successful application, we will open an ApprovalMax Pay account in your name (the “ApprovalMax Pay Account”). The ApprovalMax Pay Account will be accessible through your Software Account. We reserve the right to deny the request to open the ApprovalMax Pay Account without providing reasons or compensation.

2.6 Access to Multi-Currency Wallet

Upon the opening of your ApprovalMax Pay Account you will be granted access to a multi-currency wallet within ApprovalMax Pay. This wallet enables you to perform payments, transfers, and currency exchange services, subject to the applicable fees, limits, and compliance requirements as outlined in these Terms and on our website.

We reserve the right to impose transaction limits, request additional verification, or restrict access to certain features if required by regulatory obligations or risk assessments.

2.7 Suspicious Activities

If we suspect money laundering or other illegal activities, we may restrict or terminate your access to your Software Account and/or ApprovalMax Pay Account without notice and inform relevant authorities to comply with legal obligations. Additionally, we may disable your ApprovalMax Pay Account if it is used in a manner that breaches these Terms materially or persistently.

2.8 Information Accuracy

You must ensure that all personal and required information provided for your Software Account and ApprovalMax Pay Account registration and maintenance is accurate, complete, and up-to-date. Maintaining multiple Software Accounts and ApprovalMax Pay Accounts may result in all of these accounts being disabled and access to ApprovalMax Pay being revoked.

3.1 Security Credentials

When activating your ApprovalMax Pay Account, you will use the username and password associated with your Software Account (“Security Details”). It is your responsibility to keep these credentials confidential and secure. ApprovalMax will never request your password, and you should ensure that no one else has unauthorised access to your Software Account or ApprovalMax Pay Account.

3.2 Account Responsibility

You are responsible for all activities conducted through your ApprovalMax Pay Account. There is regular monitoring of your Software Account and ApprovalMax Pay Account for any suspicious activity. If you suspect that your Security Details have been compromised, immediately change your password and notify us.

3.3 Account Suspension

We may suspend your Software Account / ApprovalMax Pay Account if we have reasonable grounds to suspect that:

• your Software Account’s / ApprovalMax Pay Account’s security or any of their security features, including the use of the Security Details, have been compromised;
• there has been unauthorised or fraudulent use of your Software Account / ApprovalMax Pay Account;
• your Software Account / ApprovalMax Pay Account usage violates any laws or regulations;
• you appear on any sanctions or asset freeze lists administered by authorities like the EU, UN, Office of Financial Sanctions Implementation HM Treasury, Office of Foreign Assets Control, or any other applicable lists; or
• any of the information or documentation provided by you or on your behalf in relation to your identity, financial standing and/or source of funds is misleading, incomplete, or inaccurate.

We will have no liability to you in relation to any such actions taken by us.

3.4 Notification of Suspension

Where legally permissible, we will notify you before suspending or restricting your Software Account / ApprovalMax Pay Account. If prior notification is not feasible, we will inform you after the suspension. The suspension and/or access restrictions will be lifted as soon as practicable once the underlying issues are resolved.

3.5 Reporting Security Issues

If you lose access to your Security Details or suspect that someone else has gained unauthorized access, you must notify us immediately. ApprovalMax may suspend your Software Account / ApprovalMax Pay Account until the issue is satisfactorily resolved.

4.1 Service Description

When selecting to make a payment to a Supplier via the payment initiation services, ApprovalMax Pay will redirect you to the payment initiation services provided to you by Yapily under the Yapily Terms of Service (“Yapily Payment Gateway”). This service (the “Payment Initiation Service”) enables you to send direct payments from your Connected Bank Account to the Supplier’s bank or building society (“Supplier Bank Account”) without accessing your bank’s banking application or website.

4.2 Transfer Instructions

When using Yapily’s Payment Initiation Services, you will enter your transfer instructions (including the amount, date of payment and, if applicable, a reference) directly through the Yapily Payment Gateway. ApprovalMax Pay will forward the Supplier Bank Account details to Yapily, and you are responsible for ensuring that the details of the Supplier Bank Account are accurate. Please refer to Yapily’s Terms of Service for detailed information on how to submit instructions to use Yapily’s Payment Initiation Services.

4.3 Confirmation of Payments

Yapily will notify ApprovalMax once your payment instruction is submitted, and will relay this confirmation to you through your ApprovalMax Pay Account. ApprovalMax is not involved in any aspect of the Payment Initiation Services, or the resulting payment transactions. Therefore any queries regarding the Payment Initiation Services should be directed to Yapily under the Yapily Terms of Service.

4.4 Data Sharing

Yapily may share information with ApprovalMax Pay as is necessary for us to fulfil our obligations to you under these Terms, including, but not limited to, providing confirmations of payments made to the Supplier Bank Account.

5.1 Service Overview

When choosing to pay a Supplier via the E-Wallet Services, ApprovalMax will redirect you to a dedicated payment journey within ApprovalMax Pay, specifically facilitated by Currency Cloud. This allows you to purchase e-money issued by Currency Cloud and instruct its use for payments or currency exchange. ApprovalMax acts as Currency Cloud’s introducer in providing these services.

5.2 Funding and Transfers

To make a payment, you must fund the purchase of e-money from your Connected Bank Account or via bank transfer, and the resulting e-money will be allocated to an e-money wallet (“E-Wallet”) that you hold with Currency Cloud. Prior to the intended date of payment to your Supplier, you must have sufficient balance in your E-Wallet for the value of payment you want to make, taking into account other payments that have been instructed. Currency Cloud will conduct transaction monitoring checks to validate the payment you want to make. The payment instruction will be sent by Currency Cloud to facilitate an onward payment to the Supplier Bank Account using the balance of the E-Wallet.

5.3 Payment Instructions

When using E-Wallet Services, you will provide your transfer details (including the amount, date, of payment and, if relevant, a reference) through ApprovalMax Pay’s payment journey.

5.4 Introducer Responsibilities

As Currency Cloud’s introducer, ApprovalMax will:

• provide Currency Cloud with your chosen Supplier Bank Account details.
• supply any additional transaction information (e.g. desired currency).
• relay confirmation from Currency Cloud once the payment is executed.

5.5 Accuracy of Supplier Details

You are responsible for ensuring the accuracy of Supplier Bank Account information.

5.6 Information Sharing

Currency Cloud may share necessary information with ApprovalMax to comply with our obligations, including the provision of payment confirmations to you.

5.7 Support for E-Wallet Services

For inquiries related to our E-Wallet Services, please contact ApprovalMax directly.

6.1 Fee Structure

In exchange for granting you access to ApprovalMax Pay and its services, you agree to pay all applicable fees, costs, and charges as outlined on our pricing page. Please note that additional fees may apply to individual transactions and vary based on the chosen payment method (e.g., SWIFT, local payments). By proceeding with a transaction, you acknowledge and agree to any applicable additional fees associated with your selected payment method.

6.2 Fee Changes

We reserve the right to modify our fees structure, costs and charges, including transaction-specific fees, at any time. Continued use of ApprovalMax Pay after the effective date of any fee changes constitutes your acceptance of the new fees.

6.3 Taxes and Other Charges

You are responsible for any taxes, duties, or other charges imposed by governmental authorities related to your use of ApprovalMax Pay. All fees are exclusive of such taxes and charges unless otherwise stated.

6.4 Non-Payment Consequences

Failure to pay any fees, costs and charges as stipulated in these Terms may result in suspension or restriction of your ApprovalMax Pay Account, without affecting any other remedies ApprovalMax may have.

6.5 Additional Fees

Additional charges may apply based on your specific use of third-party services, such as Yapily or Currency Cloud. These fees will be incurred if you initiate a transaction, service, or action that results in an extra cost and will be billed by those entities and subject to the respective terms and conditions you have separately agreed with them.

7.1 Your Representations

By entering into these Terms, you represent and warrant that:

• you have the authority to enter these Terms and to provide any instruction, and any transaction contemplated under these Terms;
• you hold all required licences, registrations and permissions to carry out your business;
• you have read and understood these Terms, and the risks associated with entering into transactions contemplated by these Terms;
• while ApprovalMax Pay is provided to enable you to transfer funds, ApprovalMax does not guarantee the successful completion of any transfer requested;
• you will only use ApprovalMax Pay for lawful purposes;
• you shall not use ApprovalMax Pay other than in accordance with such operating processes and procedures as we may prescribe from time to time;
• you are not entering into these Terms on behalf of a third party;
• all transfer instructions provided are intended to settle legitimate business-related invoices;
• you are compliant at all times with all applicable laws, rules and regulations in all jurisdictions in which you operate;
• you understand and acknowledge that while ApprovalMax makes reasonable endeavours to ensure the accuracy of the information that we are provided with, and which in turn, is provided to you, neither we nor any of our or directors or employees make any representation or warranty, express or implied, as to the accuracy or completeness of such information; and
• all information you provide is accurate, complete, and up to date.

8.1 Service Continuity

ApprovalMax will take all reasonable steps to maintain the continuous availability of your ApprovalMax Pay Account. However, for various reasons there may be occasions where your ApprovalMax Pay Account is inaccessible, such as due to technical issues or maintenance activities. Whenever feasible, we will notify you in advance or as soon as possible. For immediate assistance, contact us at support@approvalmax.com.

9.1 Your Termination

You may terminate these Terms at any time by following the termination procedures outlined within ApprovalMax Pay.

9.2 Our Termination

ApprovalMax reserves the right to terminate these Terms upon providing you with a minimum of 2 (two) weeks written notice unless specific conditions warrant immediate termination. Immediate termination may occur if in ApprovalMax’s opinion:

• you breach any terms of these Terms and that breach has not been remedied within 10 (ten) Business Days of you being notified of the breach by us;
• you fail to comply with any laws applicable to you or us;
• you are unable to pay your debts as they become due or subject to any order or petition for bankruptcy (or equivalent) or have entered into any arrangement or composition with creditors;
• you engage in fraudulent or negligent behaviour;
• unauthorized parties attempt to access your ApprovalMax Pay Account, except where caused by us;
• your Security Details are compromised, except where caused by us;
• ApprovalMax determines an imminent threat to ApprovalMax Pay’s security;
• our relationship with you deteriorates due to your inappropriate or illegal actions, such as threatening staff;
• a legal or regulatory authority, or court mandates termination.

9.3 Termination or Suspension of ApprovalMax Pay Account

As ApprovalMax Pay is an add-on service that requires an active Software Account to function, if your Software Account is terminated or suspended for any reason, your ApprovalMax Pay Account under these Terms will be automatically terminated or suspended accordingly.

9.4 Effect of Termination or Suspension

Upon termination or suspension of your ApprovalMax Pay Account:

• you will immediately lose access to all ApprovalMax Pay features and functionalities;
• any pending payments or transactions may be cancelled or put on hold, depending on their current status;
• you will remain responsible for any fees or charges incurred up to the point of termination or suspension; and
• you may still have access to your Software Account and its features, provided the Software Account has not been terminated or suspended.

9.5 Data Retention and Access

Following termination of your ApprovalMax Pay Account, we will retain your data in accordance with our data retention policies on our website and applicable laws. You may request access to this personal data as per the terms outlined in our Privacy Policy.

9.6 Reinstatement

If your ApprovalMax Pay Account was suspended due to the suspension of your Software Account, access to your ApprovalMax Pay Account may be reinstated upon the reactivation of your Software Account, subject to our discretion and any applicable reactivation processes.

10.1 Our Liability

Despite anything to the contrary, to the maximum extent permitted by law, ApprovalMax's total aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the lesser of:

• the total amounts paid or payable by you for ApprovalMax Pay per calendar year; and
• £1,000 per calendar year.

10.2 Your Liability

You are responsible for any losses or damages incurred by ApprovalMax Pay due to your breach of these Terms, gross negligence, or willful misconduct.

10.3 Third-Party Provider Liability

The Yapily Terms of Service and Currency Cloud Terms of Service may impose exclusions to or limitations on their liability. It is essential that you review the Yapily Terms of Service and Currency Cloud Terms of Service prior to accepting these Terms.

10.4 Operational Responsibility

While ApprovalMax aims to maintain ApprovalMax Pay's functionality, we do not guarantee uninterrupted service and to the maximum extent permitted by law, we are not liable for any service disruptions or delays.

10.5 Contractual Obligations to Suppliers

You remain solely responsible for any contracts for goods or services with Suppliers, independent of these Terms.

10.6 Exclusion of Indirect Damages

Subject to clause 10.7, despite anything to the contrary, to the maximum extent permitted by law, ApprovalMax is not liable for any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise, arising from these Terms.

10.7 Legal Limitations

Nothing in these Terms restricts liability for personal injury or death caused by negligence; fraud or fraudulent misrepresentation, or other liabilities that cannot be excluded under applicable law.

10.8 Force Majeure

Except as set out otherwise, neither party will be liable for any loss caused directly or indirectly from circumstances not within its control, including but not limited to acts of God (including pandemics or any other endemic healthcare crisis) government restrictions, exchange or market rulings, actions affecting securities, clearing or commodity exchanges including suspensions of trading or extensions of trading hours, dealing cut-off times and holidays, acts of civil or military authority, national emergencies, natural disasters, wars, riots or acts of terrorism, industrial disputes, acts or regulations of any governmental or supranational bodies and authorities or the failure or malfunction of any telecommunication or computer service.

11.1 Protection of Confidential Information

Both parties must keep all Confidential Information received under these Terms strictly confidential. Neither party must disclose Confidential Information to a third party except if:

• they are required by applicable law;
• they are requested to do so (whether by compulsion of applicable law or not) by competent regulatory or fiscal authorities or a court or tribunal of competent jurisdiction; or
• they have disclosed such Confidential Information in confidence to their professional advisers, auditors, or insurers where reasonably necessary for the performance of their professional services under these Terms or otherwise.

11.2 Limited Use of Information

Confidential Information must not be copied or reproduced except as necessary for these Terms or as part of automatic system backups.

11.3 Consent for Connected Bank Account Information

Information pertaining to your Connected Bank Account is deemed Confidential Information. Subject to clause 2.4, you consent to ApprovalMax using this information to provide ApprovalMax Pay's services and comply with our legal obligations.

11.4 Internal Disclosure

ApprovalMax may use and share Confidential Information internally with personnel, subcontractors, affiliates, or partners on a need to know basis to facilitate delivery of the ApprovalMax Pay to you and to enforce our rights and comply with our obligations under these Terms.

11.5 Additional Disclosure Scenarios

Confidential Information may also be disclosed:

• to investigate or prevent fraud or illegal activities.;
• for purposes ancillary to the provision of services under these Terms, or for the administration of your investments, including for purposes of credit enquiries or assessments;
• if public interest dictates.; and/or
• with your explicit request or consent.

11.6 Duration of Confidentiality Obligations

Confidentiality obligations persist beyond the termination or expiration of these Terms until the recipient no longer possesses the Confidential Information.

12.1 Ownership

All IPRs related to ApprovalMax, including software, data, documentation, processes, and know-how, remain the property of ApprovalMax, its affiliates, or licensors. You do not acquire any IPRs through these Terms.

12.2 Assignment of Conflicting Rights

As between the parties, ownership of all IPRs in any or all intellectual property developed, adapted, modified or created by or on behalf of us or you in connection with these Terms or the supply of ApprovalMax Pay, whether before or after you accept these Terms and any improvements, modifications or enhancements of such intellectual property (New IP), will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such IPRs in any New IP does not automatically vest in us, you hereby assign all such IPRs to us and agree to do all other things necessary to assure our title in such rights.

13.1 Data Handling

All personal data provided to ApprovalMax Pay or collected through other means will be managed in accordance with our Privacy Policy, detailing data collection, usage, storage, sharing practices, your rights, and contact information for data-related inquiries.

The Parties each agree to comply with the terms of our Data Processing Agreement, which is set out on our website.

13.2 Access to Privacy Policy

Our complete Privacy Policy is accessible here.

14.1 Submitting a Complaint

To file a complaint, email support@approvalmax.com with your Software Account details and a description of the issue. We will investigate and respond, potentially offering redress as appropriate.

14.2 Resolution Timeline

ApprovalMax is committed to responding to and resolving customer complaints promptly and thoroughly within fifteen (15) Business Days of acknowledgement. If the investigation takes more time, you will be informed of the expected resolution time.

Our final response will include:

• an overview of your complaint;
• the steps taken during the investigation;
• details of the resolution offered; and
• any proposed remedial actions or resolutions.

Nothing in these Terms creates a partnership, joint venture, or agency relationship between ApprovalMax and you. Neither party is authorised to bind the other in any manner.

16.1 Communication Methods

ApprovalMax may communicate with you by posting information within your Software Account or by email, which will be considered received upon posting or upon successful transmission of the email. We may also contact you at the address provided during Software Account setup or as updated by you.

16.2 Receipt of Communications

Communications sent to us are considered received only upon actual receipt by us.

16.3 Valid Notices

Subject to clause 16.1, notices under these Terms shall be:

• in writing;
• delivered by hand, prepaid first-class post, next-day delivery service, or email; and
• considered received:
  • if delivered by hand, at the time it is left at the relevant address;
  • if posted by pre-paid first class post or other next Business Day, on the second Business Day after posting; and
  • upon receipt when sent by email.

17.1 Consent to Electronic Communication

By agreeing to these Terms, you consent to receive service-related communications from us via email or through your Software Account / ApprovalMax Pay Account. You also agree to discuss matters through letters, phone calls, SMS, email, or in person as needed.

17.2 Scope of Electronic Communications

Your consent includes receiving confirmations, reports, documents, and statements we may provide to you electronically or by us placing such information on your Software Account / ApprovalMax Pay Account. You may request hard copies of these documents which we will provide if it is reasonable for us to do so.

18.1 Waiver Requirements

Any waiver of our rights or remedies under provided under these Terms or by law must be in writing and explicitly notified by us to you.

18.2 No Implicit Waivers

If we delay or fail to exercise any power, right or remedy under these Terms this will not operate as a waiver of that power, right or remedy, nor will it impair or prejudice it.

18.3 Partial Waivers

Any single or partial exercise or waiver of any power, right or remedy will not preclude our further exercise or the exercise of any other power, right or remedy.

18.4 Amendments to Terms

ApprovalMax may modify these Terms by giving you at least thirty (30) days' written notice prior to the changes taking effect unless immediate changes are legally mandated.

18.5 Accepting Changes

If you disagree with the proposed changes, notify us at support@approvalmax.com before they take effect. If you fail to contact us in order to inform us that you do not accept the changes and request to terminate these Terms, this will be interpreted as your acceptance of the changes, and they will automatically take effect on the date set out in the notice.

Each of the provisions of these Terms is distinct and severable from the others. If at any time one or more of those provisions is or becomes invalid, unlawful or unenforceable (whether wholly or partly), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any other extent) will not be affected or impaired in any way. We may agree in writing to amend these Terms in order to ensure they are valid, lawful and enforceable.

No third party will have any rights to enforce any of the terms of these Terms that they would not have had but for the Contracts (Rights of Third Parties) Act 1999. Affiliates of ApprovalMax may enforce these Terms as if they were a party.

These Terms are governed by the laws of England and Wales. Any disputes arising from or related to these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales.

22.1 Comprehensive Agreement

These Terms our General Terms, contain the whole agreement between ApprovalMax and you regarding the matters contained in these Terms. You acknowledge and agree that these Terms are in addition to, and do not supersede, the General Terms.

22.2 No Implied Terms

Except where mandated by law, no additional terms will be considered part of these Terms through custom, usage, or any other means.

22.3 No Reliance on External Representations

Both parties acknowledge that they have not relied on any representations, warranties, or assurances not explicitly stated in these Terms.

22.4 Waiver of Rights

Any failure or delay by a party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.

23.1 Record Accuracy

Records maintained by ApprovalMax and ApprovalMax Pay are considered accurate and conclusive unless an obvious mistake is identified.