Version 1.3

Background

1. OUR AGREEMENT

• 1.1

These terms and conditions form the contract between you and us in relation to your use of the Level Platform (the “Terms”). The schedules to the Terms contain the further provisions that apply to specific services such as the On-Demand Pay services, Savings Product and Budgeting Services that we may provide to you, or give you access to, through the Level Platform. We advise you read the Terms in full and you may download them for your records. We will show you the most up to date version of the Terms in the Help section of the Level App.

• 1.2

References in the Terms to “we”, “us” and “our” are to Level Financial Technology Limited, a company incorporated in England and Wales under company number 11724572, with its registered office at 160 Eureka Park Upper Pemberton, Kennington, Ashford, TN25 4AZ.

• 1.3

The On-Demand Pay product detailed in Schedule 1 is not a regulated lending product.

• 1.4

In respect of the Savings Product detailed in Schedule 2, we act as an arranger for having your money placed with Flagstone Investment Management Limited. Flagstone will hold your money as bare trustee (with you as the beneficiary), and then place it at various selected Banks. We will, on your behalf, choose which Banks your savings are deposited with the aim of maximizing the interest rates on your savings, but this is not a regulated service.

• 1.5

In respect of the Budgeting Services detailed in Schedule 3, we act as a payment services agent of MoneyHub Financial Technology Ltd. We provide the Budgeting Services to you for and on behalf of MoneyHub and are not directly authorised to provide such services.

• 1.6

The Terms apply to your application and, if approved, your Account once it is opened. The Terms apply from the date we confirm in writing that we have accepted your application to open an Account. The Terms will continue until they are cancelled or end on the basis set out in clauses 8 or 10.

2. GLOSSARY

• 2.1

In the Terms, the following words and expressions have the following meanings:

“Account” your account with us which allows you to access the Level Platform.

“Account Information Services”: has the same meaning as is set out in the Payment Services Regulations 2017.

“Banks” means those authorised entities with permission to accept deposits that Flagstone holds monies with on a bare trust basis, for and on behalf of Users.

“Budgeting Services”: the provision to you of Account Information Services powered by MoneyHub, and associated budgeting and financial management insights as detailed in Schedule 3.

“Eligibility Criteria”: the eligibility criteria for Account opening and maintenance, set out in clause 3.2.

“Flagstone”: means Flagstone Investment Management Limited.

“Level Platform”: the ‘Level’ financial wellbeing platform owned and operated by Level Financial Technology Ltd, which is accessible via our App or online at our Web App.

“MoneyHub”: means MoneyHub Financial Technology Ltd.

“On-Demand Pay” a withdrawal from your Work Source to you in respect of remuneration which you have already earned in relation to the role you have carried out for them (but would usually have to wait until your next payment date to receive).

“Personal Service Company” means a company or other form of intermediary that enters into agreements with a Work Source to arrange for one of the controllers of the intermediary to personally perform functions for that Work Source.

“Registered Bank Account”: means:

• (a)

In relation to On-Demand Pay, the meaning given in Schedule 1; and

• (b)

In relation to the Savings Product, the meaning given in Schedule 2.

“Savings Deposits”: means the payment of a proportion of your remuneration payments (as determined by you) to Flagstone for it to hold on your behalf as bare trustee and for it to place with various Banks selected by Level (with you as the beneficiary of these deposits) as part of the Savings Product.

“Savings Product”: means the combined service more fully described in Schedule 2.

“Website”: our website, accessible at: www.levelft.com.

“Work Source”: an entity who provides job opportunities and who we have accepted onto the Level Platform.

Account opening

3. OPENING AN ACCOUNT WITH US

• 3.1

You may submit an application to open an Account by using the Level Platform

• 3.2

You may be able to open an Account with us if you meet the following Eligibility Criteria:

3.2.1

If you are an individual

• (a)

you are based in and resident in the UK;

3.2.2

If you are a Personal Service Company:

• (a)

you are incorporated in the UK; and

• (b)

the individual you arrange to provide services to a Work Source is based in and resident in the UK;

3.2.3

you provide us with all the information that we may reasonably request in order to open your Account and provide our services to you. This may include documents and other information that we need to verify your identity, to carry out financial crime checks. We may request further information from you at any stage, if we need this in order to comply with our legal obligations or to provide our services to you. If you do not supply any information that we request promptly, we may not be able to open your Account and/or may have to shut any existing Account.

• 3.3

We reserve the right to refuse to open an Account for you, without giving you an explanation.

4. OPENING AN ACCOUNT AS A PERSONAL SERVICE COMPANY

• 4.1

Where you are a Personal Service Company, you must nominate one individual to access the services we provide and perform all of the functions relation to your Account on your behalf. You will do so as part of your application.

• 4.2

You can change your nominated representative via the Level Platform. We may need you to supply additional information about the new individual prior to us making the change.

• 4.3

Your nominated representative will be treated as an extension of the you, the Personal Service Company. You are responsible for all actions and omissions of your nominated representative in relation to these Terms and your Account – when they give us any instructions, it will be seen as you giving us an instruction. You should ensure that they read and understand these Terms, and you should take all steps to ensure that they comply with these provisions.

• 4.4

We may send any communications, notices or similar that we need to send under these Terms to your nominated representative. If we do so, this will be treated as though we have sent these to you.

• 4.5

Similarly, any communications, notices or similar that you need to send us under these Terms that come from your nominated representative will be seen as coming from you directly.

Our services to you and how you can use them

5. OUR SERVICES TO YOU

• 5.1

We will provide you with access to the Level Platform, including access to the following services (in each case subject to the additional provisions set out in the relevant schedule):

5.1.1

the ability to make requests for On-Demand Pay to your Work Source;

5.1.2

the ability to make requests for Savings Deposits to your Work Source; and

5.1.3

access to the Budgeting Services.

6. ACCESS TO AND USE OF THE LEVEL PLATFORM

• 6.1

You are responsible for setting a password for your Account and must take all reasonable steps to keep your Account secure. You must keep your password and other Account information confidential and not share it with anyone else or write it down.

• 6.2

You must notify us immediately by contacting us at levelft-help.freshdesk.com if you suspect or know that someone else has your password or any other Account information. Unless you notify us as set out in this clause 6.2, we will continue to treat any activity on or communication made in relation to your Account as if it came from you. You will be responsible for any activities or communications made in these circumstances up to the point that you notify us.

• 6.3

We cannot guarantee that you will always have access to the Website, the Level Platform and/or the services provided through these, or that any of these will always be available on an uninterrupted basis.

• 6.4

We may make changes or updates to the Level Platform without giving advance notice to you.

• 6.5

You must not misuse the Level Platform, including by using it for illegal or unauthorised purposes, giving access to another person other than the named Account holder, and knowingly introducing any computer viruses or other malicious or harmful code or software, or similar item or tool.

How your Account is administered

7. OUR FEES

• 7.1

The Website and Level Platform are made available to you free of charge. We or your Work Source may charge fees for the different services that we provide to you. In certain instances your Work Source may apply the fees by way of a deduction from payments that are due to you from your Work Source, and we may assist your Work Source in processing this. Further information on the fees relevant to each service is set out in the relevant schedule (where applicable).

Notices and communications between us

8. COMMUNICATIONS

• 8.1

We will communicate with you in English and may contact you by telephone or email using the details that you have provided to us or through the Level Platform. You must tell us as soon as possible if your contact details or any other information that you have provided us in relation to your Account changes. You can do this via the Level Platform.

• 8.2

You can contact us by email at levelft-help.freshdesk.com.

Ending your contract

9. YOUR RIGHT TO END YOUR CONTRACT

• 9.1

You may end your contract for any reason through the Level Platform or by giving us notice in writing by email to levelft-help.freshdesk.com. We will then close your Account and end your access to the Level Platform and the services.

• 9.2

If you have received On-Demand Pay prior to exercising your right to close your Account we will still deduct the amount of any outstanding On-Demand Pay withdrawals and any outstanding fees on behalf of your Work Source and in accordance with these terms.

• 9.3

If you have made Savings Deposits prior to exercising your right to close your Account, these will automatically be withdrawn from Flagstone (to the extent that it is still holding these as bare trustee) in accordance with these terms.

10. ENDING THE CONTRACT

• 10.1

We may terminate, or suspend temporarily part or all of your access to your Account and/or any of the services, immediately if:

10.1.1

you commit a breach of the Terms which has, or may have, a significant impact on our business or services;

10.1.2

you are subject to any sort of bankruptcy process;

10.1.3

if we have other serious grounds or valid reasons for doing so including for example, legal or regulatory reasons or suspected misuse of the Level Platform or suspect fraudulent or criminal activity;

10.1.4

you no longer have a contract with a Work Source or the agreement between us and your Work Source has ended and we do not currently provide you with any other service;

10.1.5

you have not accessed your Level Account for a period of 4 months.

• 10.2

We may otherwise close your Account giving written notice to you in all other cases, with the Terms ending and your Account being closed ten days later or, if a different date is stated in our notice, on the date stated.

• 10.3

Once your Account has been closed:

10.3.1

you will not be able to access your Account or the Level Platform;

10.3.2

unless we have agreed otherwise with your Work Source, we will process any requests for On-Demand Pay that we received before your Account was closed and will carry out all relevant transfers on the basis set out in the Terms, unless we are prevented from doing so by applicable law;

10.3.3

any Savings Deposits currently with Flagstone will be withdrawn and transferred to your Registered Bank Account;

10.3.4

the Terms will no longer have effect, except clauses 7, 11, 13, 15, 17 and 22.

• 10.4

Closing your Account will not affect any rights that you or we have accrued up to the date on which the Terms end.

Personal data and checks

11. USING YOUR PERSONAL INFORMATION

• 11.1

We collect and use your personal information in accordance with data protection laws and our data privacy policy. You can find out more about how we use and protect your personal information in our data privacy policy that can be found at Privacy Policy - Level On-Demand Pay (https://levelft.com/privacy-policy/)

12. IDENTITY CHECKS

• 12.1

We may need to carry out checks to verify your identity and in accordance with our obligations under applicable financial crime and anti-money laundering legislation.

What to do if you want to make a complaint

13. FEEDBACK AND COMPLAINTS

• 13.1

We welcome all feedback. If you have any feedback or would like to make a complaint in relation to your Account, you should email levelft-help.freshdesk.com

13.2

If you are not happy with how we have handled your complaint you may want to contact the financial ombudsmen via their website www.financial-ombudsman.org.uk. The financial ombudsmen will not charge you for making a complaint and if you are not satisfied by the response you may still bring a legal claim.

Other important information

14. CHANGES TO THE TERMS

• 14.1

We may make changes to these Terms from time to time. We may make changes for the following reasons:

14.1.1

to improve the Terms and to correct mistakes;

14.1.2

to reflect changes in applicable law or practice;

14.1.3

to reflect changes to our business, our services and the Level Platform;

14.1.4

to make changes to our fees, which may be as the result of changes to the costs we incur in providing the services to you; and

14.1.5

any other reason which has a legitimate purpose for our business.

• 14.2

If we do this, we will notify you in advance of those changes taking effect (and tell you when they will apply from), post the changed Terms on our website and will indicate at the top of this page the date the Terms were last revised. You understand and agree that your continued use of the Level Platform after we have made any such changes constitutes your acceptance of the new Terms. If you object to a change, you may close your Account at any point.

15. LIMITATIONS ON OUR LIABILITY

• 15.1

We will be responsible to you for any loss, injury or damage suffered by you due to our negligence, default, or fraud, or any breach by us of the Terms.

• 15.2

The content on our website and the Level Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You should obtain professional or specialist advice before taking, or not taking, any action on the basis of the content on our website and the Level Platform.

• 15.3

Although we make reasonable efforts to update the information on our website and the Level Platform, we cannot guarantee that the content is always accurate, complete or up-to-date.

• 15.4

While we take all reasonable precautions to keep the website, the Level Platform and its servers free from viruses, corrupt files and other malicious software, we cannot guarantee this. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our website or the Level Platform, or to your downloading of any content on them, or on any website linked to them. You should ensure that you have appropriate anti-virus software installed on any computer or mobile devices that you use to access the website or the Level Platform.

• 15.5

Calculators and tools on the Level Platform provide estimates, which may be different from actual amounts once all circumstances are taken into account.

• 15.6

Please note that we only provide our website and the Level Platform for domestic, private and personal use. You agree not to use our website or the Level Platform for any commercial or business purpose.

• 15.7

We will not be responsible to you for losses which are not a natural consequence of the breach in question, were not foreseeable and which we had no knowledge could arise, such as loss of business, loss of goodwill, loss of opportunity or loss of profit. We will not be responsible for our failure to comply with the Terms if this is caused due to us having to comply with obligations under applicable laws or due to unforeseen circumstances beyond our reasonable control.

• 15.8

This clause 15 does not exclude any liability which we cannot exclude under applicable law.

16. TRANSFERRING AND DEALING WITH OUR RIGHTS AND OBLIGATIONS

• 16.1

We may transfer, assign mortgage, charge, declare a trust over, delegate or deal in any other manner any of our rights and obligations under the Terms in accordance with applicable law. You may not transfer, assign or delegate any of your rights or obligations under the Terms other than with our prior written consent.

17. INTELLECTUAL PROPERTY

• 17.1

The Level Platform is owned by us and is protected by copyright, trademark, patent, trade secret, or other proprietary rights whether or not a copyright notice or other proprietary mark is present. You agree to comply with all copyright laws in your use of the Level Platform, including preventing any unauthorised copying. Except as expressly provided herein, we do not grant any express or implied proprietary rights to the Level Platform.

• 17.2

You shall acquire no rights or interests in any of our intellectual property as a result of the Terms, or our services. You may only utilise any of our intellectual property with our express prior written consent.

• 17.3

To the extent that any of our intellectual property rights do become your property or you gain an interest in them, you agree to transfer such rights back to us immediately upon becoming aware of them becoming your property or you gaining an interest. You will follow our instructions on how to do this.

18. ILLEGALITY

• 18.1

If any clause or other provision of the Terms becomes illegal, invalid or incapable of being applied, all other clauses and provisions of the Terms will continue to apply. The relevant clause or other provision will be treated as if it has been changed to the minimum extent necessary to render that provision legal, valid or capable of being applied.

19. RIGHTS AND REMEDIES

• 19.1

The rights and remedies available to you or us under the Terms do not exclude, and are in addition to, the rights and remedies provided to you or us under applicable law.

• 19.2

Any delay or failure on your or our behalf to exercise a right or remedy under the Terms of applicable law does not mean that you or we (as appropriate) will not be able to exercise that right or remedy at a later stage.

20. RIGHTS OF THIRD PARTIES

• 20.1

No persons except you and us shall have any right to enforce any term of the Terms that they would not have had but for the Contracts (Rights of Third Parties) Act 1999.

21. ENTIRE AGREEMENT

• 21.1

The Terms contain all of the terms and conditions that apply to our relationship and your activities carried on with us in relation to the Level Platform, except to the extent expressly stated otherwise. The Terms replace and exclude any prior oral or written representations or agreements between us which relate to the Level Platform.

22. GOVERNING LAW AND JURISDICTION

• 22.1

The Terms and any contractual or non-contractual matters arising out of or in connection with them are governed by the law of England and Wales.

• 22.2

If you live in England or Wales you may bring legal proceedings in the courts of England and Wales. If you live in Scotland you can bring legal proceedings in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in either the Northern Irish or English courts.

SCHEDULE 1

On-Demand Pay

1. DEFINITIONS

1.1

The following terms have the following meanings when used in this Schedule:

“On-Demand Pay Availability”: the maximum amount of On-Demand Pay withdrawal(s) you may request, as shown in your Account and calculated based on your accrued earnings, taking into account any Service Limitations agreed with your Work Source. We reserve the right to reduce your On-Demand Pay Availability at any time, including to zero.

“On-Demand Pay Cut-off” : means the cut-off date we have agreed with your Work Source for providing On-Demand Pay prior to a payment point, as communicated to you on the Level Platform.

“Faster Payments Scheme”: the payments scheme operated by Faster Payments Scheme Limited (part of Pay.UK), which is the UK’s primary payment scheme for same day payments.

“Registered Bank Account”: means the bank account which satisfies all of the following:

• - we have accepted it as satisfying the eligibility conditions set out in paragraph 3.1.3 of Schedule 1

• - it is the account you would like to receive any On-Demand Pay withdrawals and your net payments from your Work Source following any deductions made by your Work Source in accordance with this Schedule 1; and

• - which you have either notified to us through the Level Platform or your Work Source has notified us based on the details held on your payroll file.

“Service Limitations”: the limits on your use of On-Demand Pay withdrawals which have been agreed with your Work Source, which may include limits on the number of times you may request On-Demand Pay and amount of On-Demand Pay withdrawals you may request, as shown in your Account.

2. INTRODUCTION

• 2.1

You are currently subject to a contract with your Work Source where you will personally provide, or arrange for a specific individual to personally provide, specific activities for the Work Source. Your Work Source has entered into a contract with us to provide it with certain services, including arranging payments for individuals and Personal Service Companies who sign up to the On-Demand Pay product. We will, as agent for the Work Source, arrange payments to these individuals and Personal Service Companies on their usual payment date and earlier when they make valid requests for On-Demand Pay in accordance with the terms set out herein.

• 2.2

This schedule 1 sets out the basis on which you can request On-Demand Pay, how we will process that request and, if approved by your Work Source, arrange for transfers of approved On-Demand Pay withdrawals to you on behalf of your Work Source. Details of how any fees for this service will be applied are set out in paragraph 7.

3. ADDITIONAL REQUIREMENTS

• 3.1

You may submit an application for On-Demand Pay through the Level Platform, if, in addition to satisfying the Eligibility Criteria:

3.1.1

you have a service contract with a Work Source and are paid on a periodic basis;

3.1.2

your Work Source has asked us to make our services available to you; and

3.1.3

you have a bank account in your name (whether as a sole or joint account holder) with a UK bank that is acceptable to us and that allows you to receive payments from third parties.

• 3.2

Where possible, we will always try to provide an explanation where you do not meet the requirements for the service, however, we do reserve the right to refuse to give you On-Demand Pay, without giving you an explanation.

• 3.3

If your service contract with your Work Source comes to an end, you will no longer be able to receive On-Demand Pay in respect of that Work Source. Subject to clause 10.3.2, this does not apply to any On-Demand Pay withdrawals that were approved before your contract ended and which have not yet been transferred to you on behalf of your Work Source.

• 3.4

You agree that we can process your personal data and that of your representative and any individual you arrange to perform services and share relevant information between us and your Work Source (and any outsourced payroll providers to your Work Source, if relevant). Further detail is set out in clause 11.

4. REQUESTING ON-DEMAND PAY

• 4.1

You may make a request for On-Demand Pay at any point during your normal pay period, up to the On-Demand Pay Cut-off, for withdrawals up to a maximum amount not exceeding your On-Demand Pay Availability.

• 4.2

You will be able to view your On-Demand Pay Availability at any point in time on the Level Platform. This amount will be calculated based on information provided to us by your Work Source and we are not responsible for its accuracy. If you do not think it is accurate, you should contact your Work Source. We will not be able to verify this for you.

• 4.3

Once we have received a request for On-Demand Pay we will process it, including by:

4.3.1

checking that your request is within your On-Demand Pay Availability;

4.3.2

communicating with your Work Source (and any outsourced payroll providers to your Work Source, if relevant) to validate your request and to confirm your eligibility for On-Demand Pay; and

4.3.3

if accepted, arrange the transfer of the approved On-Demand Pay withdrawal to you on behalf of your Work Source in accordance with paragraph 4.

5. ON-DEMAND PAY WITHDRAWALS

• 5.1

If your request for On-Demand Pay is accepted, we will arrange for the transfer of the requested withdrawal to you on behalf of your Work Source. We will transfer the relevant amount in accordance with their instructions to your Registered Bank Account.

• 5.2

We are able to do this using the authority your Work Source has granted us to make payments of On-Demand Pay withdrawals on their behalf. Any On-Demand Pay withdrawal that you receive is paid directly from your Work Source’s account to your Registered Bank Account and we do not take possession of the funds at any point.

• 5.3

We will arrange for the transfer of On-Demand Pay withdrawals to you according to the payment timescales that apply under the separate agreements that we have with your Work Source and that your Work Source has with its account provider. We will normally try to arrange the transfer to be done using the Faster Payments Scheme, which should mean that you will receive approved On-Demand Pay withdrawals on the day that your request for On-Demand Pay is accepted. However, this may depend on various factors, including the size of the relevant withdrawal, the day of the week at, and time of day on, which your request for On-Demand Pay was accepted.

6. DEDUCTIONS FROM REMUNERATION

• 6.1

Following the transfer of an approved On-Demand Pay withdrawal to you, we will notify your Work Source so that they can reduce the amount you will get paid as part of your next payment (you should not get paid twice). Accordingly, you agree that any On-Demand Pay withdrawal that is transferred to you as well as any fees due from you will reduce the next payment that you receive from your Work Source. Your Work Source, with our assistance, will aim to make this adjustment on the next payment due to you following your receipt of On-Demand Pay, but if this is not possible the adjustment will be made on the subsequent payment.

• 6.2

When you request an On-Demand Pay withdrawal you agree that this amounts to you consenting to your Work Source making the deduction of the On-Demand Pay withdrawal to the next payment to you, and that we may communicate the fact that you have consented to your Work Source.

• 6.3

If you receive a payment that is larger than what you are entitled to, you must return the excess amount back to your Work Source when requested to do so. If you do not repay the requested sum, your Work Source may be entitled to deduct or retain any amounts that would otherwise be payable to you.

• 6.4

You may not grant any person the use or benefit of any of your rights under the Terms, including any rights to the future payment or receipt of On-Demand Pay.

• 6.5

You and your Work Source are responsible for any tax or other consequences arising as the result of them paying you for your services and the On-Demand Pay, including in relation to any pension contributions they may make. If you have any questions in this respect you should speak to your Work Source.

7. FEES

• 7.1

Each approved On-Demand Pay withdrawal that we arrange to be transferred to you may be subject to an administration fee from your Work Source, which will be communicated to you on the Level Platform when you make an On-Demand Pay request.

• 7.2

Where your Work Source applies a fee, you accept that:

7.2.1

you will be liable to pay that fee through your Work Source deducting the amount from the next payment due to you or, if this is not possible, the next payment thereafter;

7.2.2

we will assist the Work Source in making this deduction as part of arranging their payment to you; and

7.2.3

we may receive a fee from the Work Source for the services we provide to you and the Work Source.

You accept that where a fee is deducted this will reduce the amount that you will receive in your next remuneration payment (which will also be reduced by the amount of any approved On-Demand Pay in the relevant period), or a subsequent payment if the deduction cannot be processed in time for your next payment.

• 7.3

By making a request for an On-Demand Pay withdrawal, you agree that this amounts to you consenting to your Work Source making the fee deduction to the payments due to you, and that we may communicate the fact that you have consented to your Work Source.

SCHEDULE 2

Salary Savings Product

1. DEFINITIONS

• 1.1

The following terms have the following meanings when used in this Schedule:

“Registered Bank Account”: means the bank account into which you would like to receive any Savings Deposit withdrawals and which you have either notified to us through the Level Platform or your Work Source has notified us based on the details held on your payroll file.

“Savings Management”: means Level making decisions as to which deposit products Flagstone should place the money received as part of the Savings Deposits into, and processing withdrawals of the amounts Flagstone holds on your behalf.

“Savings Request”: means the request to receive the Savings Deposits services, specifying the value of Savings Deposits that should be made, and potentially identifying a Savings Goal.

“Savings Request Cut-off”: means the cut-off date we have agreed with your Work Source for providing Savings Requests in order for them to be processed in time for the next payment due date, as communicated to you on the Level Platform.

“Savings Goal”: means the amount you have told us you are trying to save.

2. INTRODUCTION

• 2.1

The Savings Product consists of two connected services, the Savings Deposits, and the Savings Management.

• 2.2

To access the Savings Deposits, you must be currently subject to a contract with your Work Source where you will personally provide, or arrange for a specific individual to personally provide, specific activities for the Work Source. Your Work Source has entered into a contract with us to provide it with certain services, including arranging payments of a proportion of the payments you have earned from your Work Source to Flagstone for individuals and Personal Service Companies who sign up to the Savings Product.

• 2.3

For the Savings Deposits, we will, as agent for the Work Source, arrange payments to Flagstone of a specified proportion of the amount(s) they owe to you on their usual payment date in accordance with the terms set out herein. Flagstone will hold and place these amount(s) with Banks for and on behalf of individuals and Personal Service Companies.

• 2.4

In respect of the Savings Management, we will, on your behalf, instruct Flagstone on which products made available by Banks it should place the money they hold on your behalf into.

• 2.5

Furthermore, we will monitor the value of funds Flagstone holds upon your behalf against the specific Savings Request you have in place, and process any withdrawals, [whether they be automatic withdrawals triggered by your Savings Request], or you manually request a withdrawal via the Level Platform.

• 2.6

This Schedule 2 sets out the basis on which you can request Savings Product, how we will process that request and, if approved by your Work Source, arrange Savings Deposits, and carry out the Savings Management. [Details of how any fees for this service will be applied are set out in paragraph 9].

3. REQUIREMENTS

• 3.1

You may submit an application for the Savings Product through the Level Platform.

• 3.2

Both the Savings Deposits and Savings Management services have different requirements that you must satisfy in order to keep receiving that element of the Savings Product.

• 3.3

In addition to the service specific requirements, you must also satisfy the Eligibility Criteria and have accepted Flagstone’s terms and conditions for it holding your funds on your behalf as bare trustee.

• 3.4

If you do not satisfy all the requirements of one of the services, we will not provide you with that service until you satisfy all the requirements. If you do not satisfy the Eligibility Criteria, we will not provide either service to you.

• 3.5

The requirements to receive the Savings Deposits services are:

3.5.1

you have a service contract with a Work Source and are paid on a periodic basis;

3.5.2

your Work Source has asked us to make our services available to you; and

3.5.3

you have an active Savings Request in place.

• 3.6

The requirements to receive the Savings Management services are:

3.6.1

Flagstone is currently holding funds for and on your behalf that have been placed with it through the Savings Product; and

3.6.2

you have a bank account in your name (whether as a sole or joint account holder) with a UK bank that is acceptable to us and that allows you to receive payments from third parties.

• 3.7

Where possible, we will always try to provide an explanation where you do not meet the requirements for a service, however, we do reserve the right to refuse to give you the Savings Product and/or perform one of the services, without giving you an explanation.

• 3.8

If your service contract with your employer ends, you will no longer be able to receive the Savings Deposits service in respect of that employer.

• 3.9

If you withdraw all of your funds, you will no longer receive the Savings Management services in respect of those funds, however, provided you are still eligible, you can still use the Savings Deposits service to place more funds with Flagstone, and you will receive the Savings Management services in respect of those funds.

• 3.10

You agree that we can process your personal data as well as, where relevant, the personal data of your nominated representative and the specific individual you arrange to provide services, and share relevant information between us and your Work Source (and any outsourced payroll providers to your Work Source, if relevant). Further detail is set out in clause 11.

Savings Deposits

4. SAVINGS REQUESTS

4.1

You may make a Savings Request at any point during your normal pay period, up to the Savings Request Cut-off, for Savings Deposits to be made on your next and subsequent payment date.

4.2

The Savings Request will specify a specific savings amount or the percentage of your earned payments that will form the Savings Deposit.

4.3

As part of your Savings Request you will also be able to specify a Savings Goal, but you do not have to do this.

4.4

You are only allowed to have one Savings Request active at any one time. You will be able to view, amend and/or cancel your current Savings Request at any point in time on the Level Platform.

4.5

Once we have received a Savings Request or received an amendment to a Savings Request, we will process it, including by:

4.5.1

communicating with your Work Source (and any outsourced payroll providers to your Work Source, if relevant) to validate your request and to confirm your eligibility for the Savings Product; and

4.5.2

if accepted, arrange the approved Savings Deposits in accordance with paragraph 5.

5. ARRANGING SAVINGS DEPOSITS

5.1

If your Savings Request is accepted and remains active, we will arrange for the requested Savings Deposits to be made on behalf of your Work Source on your normal payment date, provided you have earned enough remuneration to make the Savings Deposit in full.

5.2

We are able to do this using the authority your Work Source has granted us to make payments of Savings Deposits on their behalf.

5.3

We will arrange for the transfer of Savings Deposits according to the payment timescales that apply under the separate agreements that we have with your Work Source and that your Work Source has with its account provider. We will normally try to arrange the transfer to be done using the Faster Payments Scheme, which should mean that Flagstone will receive the Savings Deposits on your normal payment date. However, this may depend on various factors, including the size of Savings Deposits, the day of the week at, and time of day on, which your Savings Request was accepted.

5.4

Once Flagstone has received the Savings Deposits, it will hold these amounts as bare trustee for and on your behalf, in accordance with its terms and conditions, which you accepted when setting your Savings Request.

5.5

If at any point you cancel your current Savings Request and do not replace it with a new Savings Request, we will not arrange any further Savings Deposits until you place a new Savings Request.

5.6

If on a normal payment date you have not earnt enough to make the Savings Deposit set out in your current Savings Request in full, we will not arrange the Savings Deposit for that payment date. We will not make a pro-rata reduction to the Savings Deposit in this instance. Your Savings Request will still remain in effect, and we will make any subsequent Savings Deposits on future payment dates provided you have earnt enough to satisfy them in full.

6. DEDUCTIONS FROM REMUNERATION

6.1

We will notify your Work Source of your current Savings Request, and each Savings Deposit that is made based on that Savings Request, so that they can reduce the amount you will get paid on your normal pay day (you should not get paid twice). Accordingly, you agree that any Savings Deposits that are made[, as well as any fees due from you] will reduce the payments that you receive from your Work Source.

6.2

When you submit a Savings Request you agree that this amounts to you consenting to your Work Source making the deduction of the Savings Deposits based on that Savings Request from the payments they are due to make to you, and that we may communicate the fact that you have consented to your Work Source.

6.3

If you receive a payment that is larger than what you are entitled to, you must return the excess amount back to your Work Source when requested to do so. If you do not repay the requested sum, your Work Source may be entitled to deduct or retain any amounts that would otherwise be payable to you in the future.

Savings Management

7. BANKS SELECTION

7.1

Where Flagstone holds funds for on and on your behalf under the Savings Product, we will, from time to time and on your behalf, instruct Flagstone on which Banks to place those funds with and the specific product of that Banks to place the funds into.

7.2

Flagstone will comply with such instructions as though they came directly from you, and will hold those products as bare trustee for your benefit in accordance with their terms and conditions.

7.3

You will be able to see the current Banks Flagstone has placed your funds with and the interest rate your funds are benefiting from at any time on the Level Platform.

8. WITHDRAWALS

8.1

You will be able to see the current amount you hold with Flagstone as part of the Savings Product at any time on the Level Platform.

8.2

You can make a withdrawal of all or part of this amount by submitting a request on the Level Platform at any time.

8.3

Withdrawal requests made prior to 8am each day on the Level Platform will be processed on the same day. Withdrawal requests made after 8am may be received and processed the next day.

8.4

Unless we tell you otherwise, when you submit a withdrawal request, you will be agreeing to assign that withdrawal (and the transferring your rights to the withdrawal amount) to us. In return, we will pay you the relevant amount of the withdrawal (minus any fees to be deducted, as described below), instead of arranging for Flagstone to pay it to you.

8.5

When you transfer your right to a withdrawal to us:

8.5.1

you will make your withdrawal request via the Level Platform (which will set out how much you can withdraw, any fee you will pay for a withdrawal, and the amount that will be transferred to you as a result of your withdrawal);

8.5.2

when we receive your withdrawal request, we will make a payment of the relevant amount to your Registered Bank Account that same day. This will be a payment from us and from our own account, and not on behalf of Flagstone;

8.5.3

in return, you agree we will become owners of the amount you are looking to withdraw from Flagstone. This means that you assign to us your rights, title, interest and benefit in and to the funds you are seeking to withdraw and the relevant withdrawal payment. As a result of this,

• (a)

Flagstone will now hold the withdrawal amount on our behalf, not yours;

• (b)

any withdrawal payment from Flagstone for that amount will become owed to us instead of you, and you will have no claim or rights in relation to it; and

• (c)

if Flagstone doesn’t make the withdrawal payment (for any reason), we will deal with this (and you will not have to repay the amount we provided to you).

This will take effect immediately once we have made the payment to you;

8.5.4

we will have arrangements with Flagstone to ensure the withdrawal amount is paid to us directly, and that it is therefore paid to our account rather than to your Registered Bank Account. You will not have to pay any money on to us in respect of a transferred withdrawal, nor do you have to notify Flagstone that you have agreed to transfer the withdrawal amount to us;

8.5.5

all other amounts Flagstone holds on your behalf will be unaffected and Flagstone will continue to hold these on your behalf in accordance with their terms and conditions.

8.6

If (for any reason) we inform you that we will not acquire your withdrawal amount as described above, we will instead submit the withdrawal request to Flagstone on your behalf. The withdrawal request will instruct Flagstone to process the withdrawal for you in accordance with their terms and conditions, and they will arrange for the withdrawal amount to be paid to you in the manner set out in their terms and conditions as normal (subject to the deduction of any fees, as described below).

General

9. FEES

9.1

We will not charge any fees for the first withdrawal you make in each calendar month.

9.2

After that, you will pay us a fee of £0.50 GBP in relation to each subsequent withdrawal you make within a calendar month after the first in that month. This will be deducted from the amount due to be paid to you in relation to a withdrawal, after it is withdrawn but before it is sent to your Registered Bank Account.

9.3

Prior to you confirming the submission of a withdrawal request via the Level Platform, we will display both the amount of your withdrawal and the amount due to be paid to you (taking into account any fee).

9.4

Where necessary, you agree and acknowledge that we may tell Flagstone to make the deduction from the withdrawal due to be sent to you, and to pay that deduction to us instead. Otherwise, we will make the deduction from any amount we are due to pay to you.

9.5

We may receive remuneration from Flagstone for introducing you to it, and for arranging for your Savings Deposits to be placed with it. This remuneration is paid to us in our personal capacity, and we are not required to account to you for it.

10. GENERAL TERMS

10.1

You may not grant any person the use or benefit of any of your rights under the Terms.

10.2

You and your Work Source are responsible for any tax or other consequences arising as the result of the payments they make to you and the Savings Product, including in relation to any pension contributions they may make and interest payments. If you have any questions in this respect you should speak to your Work Source.

SCHEDULE 3

Budgeting Services

1. INTRODUCTION

1.1

This Schedule 3 sets out the basis on which we will supply Budgeting Services to you.

1.2

The Budgeting Services include:

1.2.1

a summary of bank account transactions;

1.2.2

tracking bills and expenses;

1.2.3

financial insights (including the daily ‘left to spend’ feature); and

1.2.4

other insights, transaction summaries, categories or notifications in respect of spending patterns, transactional data and other financial information provided through the Level Platform from time to time.

1.3

Where we provide Account Information Services as part of the Budgeting Services we do so acting as the registered agent of MoneyHub.

1.4

MoneyHub is a company incorporated in England and Wales under company number 11724572, with its registered office at Regus House, Temple Quay, 1 Friary, Bristol BS1 6EA. MoneyHub’s VAT number is GB117771212. MoneyHub is registered with the Information Commissioner under number Z2507137.

1.5

The Account Information Services we provide on behalf of MoneyHub are regulated under the Payment Services Regulations 2017. MoneyHub is authorised by the Financial Conduct Authority under the Payment Services Regulations 2017 for the provision of payment services under reference number 809360.

2. REQUIREMENTS

2.1

You may submit an application to have access to the Budgeting Services through the Level Platform. In making that application you agree to the MoneyHub’s conditions of use for the Account Information Services portion of the Budgeting Services, which are available at https://content.moneyhub.co.uk/terms/ api-terms-v1.pdf.

2.2

We may collect any requirement information and/or consents you are required to provide under the full conditions of use for the Account Information Services for and on behalf of MoneyHub as its agent.

2.3

Where you agree to the full conditions of use for the Budgeting Services we will, as agent of MoneyHub, present the data you have consented to MoneyHub accessing through the Level Platform.

2.4

If you terminate the conditions of use for the MoneyHub service at any point, our obligation to provide you with the Account Information Services under this Schedule 3 shall also cease, albeit you may retain access to certain other features of the Budgeting Services.