STOA APP AND ACCOUNT TERMS AND CONDITIONS

Structure:

● General Terms; plus

● Service Terms– Stoa Savings Score; Stoa Pots; Stoa Agent;

● Privacy Policy; and

● Cookies Policy.

STOA GENERAL TERMS

1. ABOUT US AND OUR THIRD PARTY PROVIDERS

These Terms are between The Stoa Corporation Limited, a limited company registered in England and Wales with company number 14012846 and registered offices at 20-22 Wenlock Road, London, England, N1 7GU (“Stoa”) and you.

Stoa is not authorised and regulated by the UK’s Financial Conduct Authority (“FCA”) to carry on regulated activities or provide payment services and partners with regulated third party providers to deliver certain services. In these circumstances details of these third party providers, including any regulated third party providers (“Third Party Providers”) will be detailed in the Third Party Providers document available at [https://www.stoa.money/third-party-providers]. Each Third Party Provider will have its own terms of use and privacy policy which will apply directly between you and the applicable Third Party Provider.

We may engage subcontractors from time to time. If any of these subcontractors process personal data as a processor they will do so in accordance with our privacy policy.

We are not liable for any products or services provided by the Third Party Providers.

The core relationships that may apply to your use of the Stoa Account and any Services are as follows:

● Stoa: sets the rules through the Stoa Pot and is responsible for the customer experience;

● the Partner Bank: holds and protects the eligible cash deposit on behalf of the customer;

● the merchant: there may be a third party that makes available the Stoa Pot or Stoa Account to you as the customer;

● you/the customer: when you sign up to a Stoa Account and any Service offered by Stoa, whether through a merchant or directly, you become a customer of Stoa (in addition to and independently of being a customer of any merchant if applicable) in respect of that Stoa Account and any Service, and of the Partner Bank where the eligible cash deposit is placed.

2. THE SERVICE AND THESE TERMS

These Terms govern your access to and use of the Stoa ecosystem, comprising your Stoa Account and the Services made available through it, including the Stoa Savings Score, Stoa Pots and Stoa Agent.

Stoa licenses you to use any services for which you have purchased or procured (the “Service”). The Services may be accessed via the www.stoa.money website (the “Site”) or via the Stoa web app available at https://app.stoa.money, https://www.stoa.money/stoa-agent, https://savingscore.stoa.money, https://www.savingscore.com (the “App”). When you sign up with Stoa this is referred to as you having a “Stoa Account”.

These general terms of use (“Terms of Use”) and the service terms applicable to the Service you are using (“Service Terms”) (collectively the “Terms”) apply to your use of the Service. If there is any conflict between the Terms of Use and the Service Terms then the relevant Service Terms shall prevail.

Please read the Terms carefully before you start to use the Service. By using the Service, or otherwise indicating your agreement, you accept the Terms and agree to abide by them. If you do not agree to the Terms, please refrain from using the Service. You should download and save or print a copy of the Terms when possible.

These Services can be accessed by eligible individual and business customers. “Authorised User” means:

a) where you are accessing these Services for personal use or as a registered sole trader or a partnership with less than two directors, you as an individual; or

b) where you are accessing these Services as a business either operating as a limited company, partnership with two more directors, or other organisation you as the individual who signs up for and manages the Stoa Account on behalf of the business. Your ability to access the Services and Stoa Account where you are accessing these Services as a business is also subject to financial crime checks and verification requirements in respect of your business, Authorised User and other relevant parties; for example: directors, persons of significant control and ultimate beneficial owners if you are a limited company. For the avoidance of doubt, each business may only have one Authorised User with a single-user login.

You shall ensure that:

● Only Authorised Users access and use the Services;

● Each Authorised User complies with these Terms;

● Each Authorised User uses an individual account and keeps their login credentials secure and confidential; and

● Accounts and login credentials are not shared.

You must be 18 or over to accept these Terms and access the Service.

You will be provided with these Terms when you sign up to a Stoa Account. After you have chosen to accept the Terms and continue, these Terms and the relevant Third Party Providers’ terms will apply to all the Services that you use, including any Services that you set up later on so you may not be asked to accept these Terms again. You can view these Terms at any time available at [https://www.stoa.money/third-party-providers].

We may operate referral programmes and other promotions from time to time, subject to separate terms and conditions which you will be provided with when you sign up to a referral programme or other promotion and should be read carefully.

3. ACCESS TO AND AVAILABILITY OF THE SERVICE

You will be asked to provide Stoa with certain details such as your full name, date of birth, and email address and relevant details of your business if you are signing up as a business user for non-personal use, when you register for a Stoa Account. We also use this for important financial crime checks and verification requirements required by law. For further information about the details we will need from you please see our privacy policy. This is so that Stoa can provide the Service in accordance with the Terms. You must only provide your own information, relevant to you or your business (and Authorised User) when registering for a Stoa Account.

You must treat as confidential all information related to your Stoa Account, including, but not limited to, your password and any other pieces of information generated or selected as part of Stoa’s security and authentication procedures, and you must not disclose this information to any third party. Stoa and our Third Party Providers are not responsible for any loss that you may incur as a result of not having kept this information secure.

Stoa warrants that it has and will maintain all licences, consents, and permissions necessary for the performance of its obligations under these Terms in accordance with all applicable laws and regulations.

Whilst Stoa will try to ensure that the Service is available for your use, it does not promise that the Service will be available at all times nor does Stoa promise the uninterrupted use by you of the Service.

You are responsible for:

● making all arrangements necessary for you to have access to the Service (for example ensuring you have an available internet connection);

● all costs and expenses you may incur in relation to your use of the Service;

● complying with all applicable law and regulation relevant to your use of the Service;

● informing us as immediately of changes in the information you have provided us as part of accessing the Services, such as personal details of you, or if you are a business user your business details and Authorised User details; and

● providing us further information we may need from time to time, for example: to meet our legal and regulatory requirements in relation to anti-money laundering and financial crime.

4. INTELLECTUAL PROPERTY RIGHTS

Stoa is the owner or the licensee of all intellectual property rights in the Service (including the software applications hosted and made available by Stoa and any content or material provided as part of or published within the Service, including your Savings Score if applicable) the Site and the App.

Nothing in these Terms grants you any legal rights in the Service, the Site or the App other than as necessary to enable you to access the Service in accordance with these Terms. You agree not to adjust or try to circumvent or delete any notices contained on the Service, Site or App (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Service, Site or App.

You agree to grant Stoa a non-exclusive, royalty free, worldwide and sub-licensable licence to:

● use, modify, display, distribute and create derivative materials using the information, materials, data and other content that you provide or grant Stoa access to via the Service (“Your Content”), for the purpose of Stoa and its Third Party Providers providing the Service to you; and

● generate aggregated anonymised insights about Stoa’s userbase and its users’ spending and savings habits (“Insights Data”).

Stoa is the owner of all intellectual property rights in the Insights Data.

5. ACCEPTABLE USE RESTRICTIONS

You must not:

● attempt to circumvent password or user authentication methods on the Service;

● reproduce, duplicate, copy or re-sell any part of the Service other than as permitted by these Terms;

● access without authority, interfere with, damage or disrupt any part of the Service, any equipment or network on which the Service is stored or any software used in the provision of the Service;

● use the Service to access without authority, interfere with, damage or disrupt any service, system, equipment, network or software owned or used by any third party;

● reverse engineer or reverse compile any of the technology used to provide you with the Service, including but not limited to, any applications associated with the Service, the Site and the App; or

● use the Service:

o for any purpose that is unlawful under any applicable law or prohibited by these Terms;

o in any way that may infringe Stoa’s intellectual property rights or those of any third party;

o to commit any act of fraud;

o to distribute viruses or malware or other similar harmful software code;

o for purposes of promoting unsolicited advertising or sending spam;

o to simulate communications from Stoa or another service or entity in order to collect identity information, authentication credentials, or other information (known as ‘phishing’);

o to promote any unlawful activity; or

o to represent or suggest that Stoa endorses any other business, product or service unless Stoa has separately agreed to do so in writing.

6. USE OF YOUR PERSONAL INFORMATION

Stoa takes your privacy and its obligations in relation to your privacy seriously. Under data protection legislation, Stoa is required to provide you with certain information including information about how Stoa processes your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in Stoa’s privacy policy.

Stoa is not responsible for how Third Party Providers process your personal data when they act as a data controller. For information on how third parties process your personal data, please visit that third parties’ privacy policy (as may be updated by that third party from time to time). Such privacy policies for each Third Party Provider will be detailed in the Third Party Providers document.

Stoa will securely retain your personal data for the period you have a Stoa Account and for up to 90 days after your Stoa Account is terminated, or for such shorter retention period in accordance with Stoa’s internal retention policies. After this 90 day period (or any shorter retention period) Stoa will permanently delete your personal data other than any personal data required to be retained by Stoa under applicable laws and regulations or to respond to any questions, complaints or claims made by you or on your behalf.

Stoa may use any information that you provide and any Insights Data that Stoa generates to train, fine-tune, validate, and improve its AI systems or models. The Stoa AI systems and models might remember your personal information and preferences to provide you with AI-generated support, assistance and personalisation.

7. WARRANTIES

Stoa cannot guarantee that the Service will meet your particular needs. You will need to make your own independent judgment about whether to use the Service.

You acknowledge and agree that the Service and all information and content included in or accessible from the Service is provided on an “as is” and “as available” basis. Stoa disclaims all statutory or implied warranties, representations and conditions including but not limited to those regarding quality, merchantability, fitness for purpose and non-infringement, to the fullest extent permissible by law.

Although Stoa makes reasonable efforts to update the information provided by the App and the Service, Stoa does not make representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

Stoa does not take responsibility for any material downloaded or otherwise obtained through the use of the Service.

No advice or information, whether written or oral, obtained by you from Stoa or Stoa’s partners or from the Service will create any warranty not expressly stated in these Terms.

8. STOA’S LIABILITY TO YOU

Stoa does not exclude or limit in any way its liability to you where it would be unlawful to do so. If Stoa fails to comply with these Terms, Stoa is responsible for loss or damage you suffer that is a foreseeable result of Stoa breaking these Terms.

If you can show that there was a digital content fault with the Service which has damaged your device or other digital content belonging to you and Stoa has not used reasonable care and skill, you may be entitled to a repair or compensation for the damage.

Stoa is not responsible for the following:

● unforeseeable losses (this is where it was not obvious that something would happen and nothing you said to Stoa meant that Stoa should have expected it);

● delays or interruptions outside of Stoa’s control;

● losses not caused by any breach on Stoa’s part, including any loss or damage you suffer as a result of problems with a third party system including any error with Yapily’s systems or the bank account that you choose to connect to your Stoa Account;

● your use of the Service for the purpose of trade, business, craft or profession; or

● losses you could have avoided by taking reasonable action, for example, damage to your own digital content or device, which was caused by digital content Stoa supplied and which you could have avoided by following Stoa’s advice or instructions or having the minimum system requirements advised by Stoa from time to time.

Stoa shall have no liability for any failure to provide, or any delay in providing, or suspending your Stoa Account or any Service in accordance with these Terms if such failure, delay or suspension results from:

● your failure to comply with your obligations under the Terms or to provide us with information or updates that are reasonably required or requested by us (or the providers we work with);

● you providing incorrect deposit/withdrawal/payment instructions; or

● any pending investigations in relation to your use of the Services and activities on your Stoa Account.

9. CIRCUMSTANCES OUTSIDE OF STOA’S CONTROL

If Stoa’s provision of the Service is delayed or interrupted by an event outside of Stoa’s control, Stoa will not be liable for delays caused by the event. Stoa will take steps to minimise the effect of any delay or interruption caused by an event outside of Stoa’s control.

10. THIRD PARTY LINKS

The Service may contain links to other independent websites which are not provided by Stoa. Such independent sites are not under Stoa’s control and Stoa is not responsible for and has not checked or approved their content or their privacy policies (if any).

You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

11. SUPPORT AND COMMUNICATION

If you want to learn more about the Service or have any problems when using it, please contact us via the App or: support@stoa.money. We are available to respond Monday to Friday between 9am and 5pm and we will respond to you as soon as we can.

If Stoa needs to contact you or send a notification under this Agreement or as part of our Services including but not limited to nudges or reminders about Stoa Pot expiry, we will do so either via your Stoa Account on the Site or App or via the contact information you have most recently provided to Stoa. You can update your contact details and personal information via the Stoa App too.

Stoa provides all customer service for the Services. We aim to resolve all enquiries as quickly as we can. You always have the option to have human support through email, website/App chat and telephone or callback service, where available. For certain enquiries, we may need to liaise with our Third Party Providers. We would keep you updated on progress of your enquiry.

If you are not satisfied with Stoa’s customer service or any element of the Services please follow the process at Clause 12. (How To Make A Complaint) below.

12. HOW TO MAKE A COMPLAINT

Stoa and the Third Party Providers we work with to deliver our Services are focused on providing an excellent experience for you. If you are unhappy with your experience and the service you have received, please let us know.

In the first instance, please contact the Stoa team at support@stoa.money or open a support chat on the Site. We will do our best to resolve the matter quickly and fairly.

If the complaint relates to parts of our Services or financial products provided by our Third Party Providers, Stoa may have to liaise with these Third Party Providers in handling the matter (and may require further information from you). We may also have to pass your complaint on to that Third Party Provider where required to do so, we would keep you informed of this (and you can see how we share your personal information in our privacy policy.

Handling of complaints related to your Stoa Embedded Bank Account linked to your Stoa Hub Pot and Stoa Pot(s) and Open Banking service integration are subject to certain regulatory timeframes, whereby your complaint will be acknowledged and you would receive a formal response within 15 business days (this can be extended by 20 business days for further investigation)..

If you’re not happy with the way your complaint is handled, you may be able to refer your complaint to the Financial Ombudsman Service:

● By writing: Financial Ombudsman Service, Exchange Tower, London E14 9SR.

● By email: complaint.info@financial-ombudsman.org.uk.

● By telephone: 0800 023 4567 or 0300 123 9123.

Further information (including eligibility requirements for the Financial Ombudsman Services) is available at: www.financial-ombudsman.org.uk.

13. CHANGES TO THESE TERMS OF USE

We may need to revise the Terms from time to time to comply with law, regulatory requirements or to meet changing business requirements (including changes required by our Third Party Providers).

We will provide you with at least 14 days’ notice of any change to these Terms either via your Stoa Account on the Site or App or via the contact information you have most recently provided to Stoa. If the changes relate to regulated payment services relevant to operation of your Stoa Account and the Services, we may be required to give you a longer notice period before making these changes and this will be detailed in the relevant Service Terms.

If you do not accept the notified changes you can notify Stoa and Stoa will arrange for your Stoa Account to be closed and any relevant Services to be terminated.

14. TERMINATION

Services may be able to be terminated in accordance with the relevant Service Terms. These Terms of Use will only apply to the extent that you receive Services from us.

15. GENERAL TERMS

Transferring this contract. Stoa can transfer its contract with you, so that a different organisation is responsible for supplying the Service. Stoa will contact you to let you know if it plans to do this. If you are unhappy with the transfer you can close your Stoa Account and terminate these Terms. Your contract with Stoa is personal to you and you cannot transfer it to anyone else.

Nobody else has any rights under this contract. This contract is between you and Stoa. Nobody else can enforce it and neither you or Stoa will need to ask anybody else to sign-off on ending or changing it.

If a court invalidates some of this contract, the rest of it will still apply. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.

Even if Stoa delays in enforcing this contract, it can still enforce it later. Stoa might not immediately chase you for not doing something or for doing something you are not allowed to, but that does not mean Stoa cannot do it later.

Governing law and where you can go to court. These terms are governed by English law and wherever you live you can bring claims against Stoa in the courts of England and Wales. Stoa can claim against you in the courts of the country you live in.

SERVICE TERMS

STOA SAVING SCORE

1. THESE SERVICE TERMS

These terms apply to the Stoa saving score service (“Saving Score Service”) which allows you to generate a savings score (the “Savings Score”) based on your transaction history and previous savings habits related to your individual personal bank accounts or business bank accounts connected to the Stoa Account.

You can use the Service to generate a Savings Score for your own personal or business use, including to analyse, understand or change your spending and saving habits. You can also share your Savings Score with third parties, for example on your social media accounts, for the purpose of demonstrating your Savings Score to them, generating aggregated and anonymised insights about user spending and savings habits.

The Service is subject to free and paid for tiers for both our personal and business users, further information regarding pricing information and functions/benefits of each Service tier will be provided to you from time to time.

IMPORTANT INFORMATION

YOU ACKNOWLEDGE THAT THE SERVICE IS FOR GENERAL INFORMATION PURPOSES ONLY. STOA IS NOT AUTHORISED BY THE FCA TO PROVIDE FINANCIAL ADVICE. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF INFORMATION OBTAINED FROM THE SERVICE.

IF YOU CAN SHOW THAT THERE WAS A DIGITAL CONTENT FAULT WITH THE SERVICE WHICH HAS DAMAGED YOUR DEVICE OR OTHER DIGITAL CONTENT BELONGING TO YOU AND STOA HAS NOT USED REASONABLE CARE AND SKILL, YOU MAY BE ENTITLED TO A REPAIR OR COMPENSATION FOR THE DAMAGE.

2. QUERYING YOUR SAVINGS SCORE

Stoa uses automated technology to generate your Savings Score from your transaction history. It is necessary for Stoa to do this to perform its contract with you and provide you with the Service. The Savings Score is generated for your own purposes so that you can analyse, understand or change your spending and saving habits. You may also be able to use your Savings Score to demonstrate to third parties that you have good savings habits, which may assist you to gain access to third party products or services.

If you have any queries regarding your Savings Score or want to challenge your Savings Score, you can do so by contacting Stoa after your Savings Score has been generated. Stoa securely retains your transaction data after generating your Savings Score in accordance with clause 6 of the Terms of Use (Use of Your Personal Information) to enable Stoa to explain to you how or why your Savings Score was generated, analyse and improve the Service by understanding how and why different Savings Scores are generated for our users and, if necessary, update the Savings Score for you. You can regenerate your Savings Score at any time.

3. TERMINATING YOUR CONTRACT WITH STOA AND SAVING SCORE SERVICES

You have the right to terminate your relationship with Stoa at any time and can do so by asking Stoa to delete your Stoa Account.

Stoa may suspend your access to your Stoa Account or terminate the Service at any time, for any reason and without notice. Stoa will have no liability to you if it does this.

Upon termination of your relationship with Stoa for any reason all rights granted to you under these Terms shall cease and you must immediately cease all activities authorised by these Terms.

SERVICE TERMS

STOA POTS

1. THESE SERVICE TERMS

1.1. These terms apply to the Stoa pots service and Stoa hub function (“Stoa Pots Service”) within your Stoa App and Stoa Account as defined below. It applies to consumers using the Stoa Pots Service for personal use and for business users using the Stoa Pots Service for non-personal use, any specific differences in treatment or provisions that apply to you as a personal or business user as explained below. If you are a Large Business User some of the provisions may disapply or apply to you in different ways too. Please note, business users must either be operating as a registered sole trader or a limited company and your Authorised User must be 18 or over.

1.2. The remainder of these Service Terms sets out important information regarding our Stoa Pots Services and use of your Stoa Pot(s) and Stoa Hub Pot. You can also view the key information of your Stoa Pot(s) and Stoa Hub Pot in your Stoa Account.

1.3. Definitions. In these Service Terms, important definitions will be in bold text. In particular, we wish to draw your attention to the following key definitions:

1.3.1. Stoa Perk: The Stoa Perk is the benefit you will receive, expressed as the price for a good or service provided by one of the merchants, retailers, or brands that we offer you, if you make the required deposit value required for a specific Stoa Pot. This may include gift cards for subscription services such as Netflix or Spotify, gift cards for single/one off purchases, virtual payment cards or discount codes - for full details of the available Stoa Perks please visit your Stoa Account. The Stoa Perk will have a certain value attached to it (“Stoa Perk value”) which will be displayed in Site or App which you will be able to put towards a certain merchant’s or retailer’s product or service, rather than the Stoa Perk being the actual product or service itself. Where Stoa has a partnership with a particular merchant or retailer, this will be clearly shown in the Site or App. The Stoa Perk value may be made available to you through a virtual payment card provided by one of our Third Party Providers, which you can use to purchase the relevant good or service from the applicable merchant or retailer.

1.3.2. Stoa Pot: The Stoa Pot forms a key part of the contract between us and you and has a particular Stoa Perk associated with it. Once you have chosen your Stoa Perk, to access that Stoa Perk you will be required to make a deposit equal to the deposit value displayed for that particular Stoa Perk either from your external Designated Bank Account or using monies in your Stoa Hub Pot. Following receipt of your deposit, we will open the Stoa Pot for you that corresponds to your selected Stoa Perk. You may access multiple Stoa Perks by making multiple deposits as required for each Stoa Pot. The number of Stoa Perks that you have will be equal to the number of Stoa Pots we create for you following your deposits.

1.3.3. Stoa Embedded Bank Account: Your Stoa Embedded Bank Account is the bank account that we open on your behalf at Griffin Bank Limited or any other bank that we may partner with from time to time as notified to you before you open a Stoa Embedded Bank Account (“Partner Bank”), and this is where your deposits are held. We only open one Stoa Embedded Bank Account no matter how many Stoa Pots we create for you, and accordingly all of your deposits are held in this one account. Monies in your Stoa Hub Pot are also held in the same Stoa Embedded Bank Account.

1.3.4. Stoa Hub Pot: The area of your Stoa Account that displays any monies held in your Stoa Embedded Bank Account that are not currently allocated to a particular Stoa Pot.

1.3.5. Stoa Account: when you sign up with Stoa via the Site or the App and use our Services, this is referred to as you having a “Stoa Account”. This is where you will find all of your personal details if you are a personal user and business details if you are a non-personal user (including details of your Authorised User), view and manage your Stoa Pots, Stoa Hub Pot, and select new Stoa Perks.

1.3.6. Designated Bank Account: when creating your first Stoa Pot and Stoa Hub Pot, you will be asked to designate a bank account which you will use to send money to and receive money from your Stoa Embedded Bank Account. Normally, this should be a current account held at one of our approved banks (a full list of which will be displayed in the Stoa App) which you otherwise use for your day-to-day spending needs. In respect of the first Stoa Pot you create, the money you send to your Stoa Embedded Bank Account from your Designated Bank Account will be returned to that same Designated Bank Account and subsequently you must use the same Designated Bank Account in respect of all further deposits you make.

1.3.7. Large Business User: means a user of the Stoa Pots Service that is not a consumer or categorised as a micro-enterprise (i.e. a business that employs fewer than 10 people and has a turnover or annual balance sheet that does not exceed €2 million) or charity with an annual income of less than £1 million.

1.4. The Service is subject to free and paid for tiers for both our personal and business users, further information regarding pricing information and functions/benefits of each Service tier will be provided to you from time to time.

2. STOA POTS & STOA HUB POT

2.1. Once you have created your Stoa Account and you have accepted these Service Terms, the Stoa Pots Service allows you to deposit money into your Stoa Embedded Bank Account either to your Stoa Hub Pot or to a particular Stoa Pot for either a fixed period of time or an undefined period based on giving a certain amount of notice once you have selected a Stoa Perk.

2.2. The Stoa Embedded Bank Account will be opened and held in your individual name if you are a personal user or your business name if you are using the Stoa Pots Services for your business. Whilst you will only have one Stoa Embedded Bank Account, with one Stoa Hub Pot, it is possible to have multiple Stoa Pots (and therefore receive multiple Stoa Perks) if you make deposits to different Stoa Pots. The Stoa Embedded Bank Account is opened and provided by the Partner Bank, and it will only be possible to access your Stoa Embedded Bank Account via your Stoa Account.

2.3. Specific detail on the Stoa Pots that are available, the scope of your Stoa Perk, the deposit requirements, and whether the relevant Stoa Perk will renew automatically at the end of the Deposit Period will be set out in the Stoa Pots Service as part of the Stoa Pot features.

2.4. Please note:

2.4.1. Your Stoa Pots provide you with your Stoa Perks and benefits and your Stoa Hub Pot is a simple way to see those deposits which are not allocated to a particular Stoa Pot with a Stoa Perk, your deposits held in your Stoa Embedded Bank Account related to the Stoa Pots Service will not earn any interest. You agree that your deposits will be held for a fixed period of time specifically stated in the Stoa Pots Services in respect of the intended Stoa Perk from the date of deposit and in return you will receive your selected Stoa Perk for that Stoa Pot for that period (“Deposit Period”) and any deposits not allocated to a Stoa Pot will otherwise be held in the Stoa Embedded Bank Account via the Stoa Hub Pot until: (i) we receive instructions from you to either return any unallocated amount to your Designated Bank Account or to a new Stoa Pot once you’ve chosen a new Stoa Perk; or (ii) such funds have been in the Stoa Hub Pot for longer than 12 months, when we will then automatically return such funds to the same Designated Bank Account that the deposit came from.

2.4.2. If funds have been in your Stoa Hub Pot for longer than six (6) months then we may charge you a monthly fee until such deposits are either: (i) allocated to a Stoa Pot for a dedicated Stoa Perk; or (ii) returned to your Designated Bank Account that the deposits came from at your request or after twelve (12) months of being in your Stoa Hub Pot, in accordance with Clause 2.4.1 above.

2.4.3. You accept that there are certain restrictions on how, when and why you can withdraw a deposit from the Stoa Embedded Bank Account related to your Stoa Pot(s), a withdrawal during the Deposit Period may result in you receiving less than your deposit (your deposit minus the value of your Stoa Perk). Please therefore consider your financial circumstances and ensure you are happy to deposit the amounts for the Deposit Period.

2.4.4. For more information on:

2.4.5. withdrawing your deposit, please see clause 6 (Requesting Withdrawal of Deposit from you Stoa Embedded Bank Account related to Stoa Pot or Stoa Hub Pot);

2.4.6. options on renewal, please see clause 7 (Options on Renewal); and

2.4.7. how to close your Stoa Account (and the Stoa Embedded Bank Account) and end these Service Terms , please see clause 10 (How to Close your Stoa Pot, Stoa Hub Pot and Stoa Embedded Bank Account),

or you can contact our support email address (support@stoa.money) if you have any further questions.

3. ELIGIBILITY, ACCESS TO AND AVAILABILITY OF THE STOA POTS SERVICE

3.1. Your Stoa Account, Stoa Pot, and Stoa Hub Pot is personal to you or your business, depending on whether you have signed up as an individual user or a business user. You must not allow anyone to access your Stoa Account on your behalf (except for your Authorised User if you are a business user.

3.2. Your Stoa Embedded Bank Account may only be used for the sole purpose of holding deposits as part of your Stoa Pots and Stoa Hub Pot.

4. STOA PERKS

4.1. Once you have successfully opened your Stoa Pot and followed steps in the Stoa Pots Service to make the required deposit to your Stoa Embedded Bank Account (please see clause 7 and clause 8 below for further detail on Stoa Pot deposit and withdrawal processes), following us receiving confirmation of your deposit (and subject to you meeting requirements of these Terms and the Stoa Perk selected) we will endeavour to make your selected Stoa Perk (or information necessary for you to access your selected Stoa Perk) available to you within 3 days either via your Stoa Account on the Site or App or via the contact information you have most recently provided to Stoa. In the event that we have not made your selected Stoa Perk available to you within the 3 day period we will notify you either via your Stoa Account on the Site or App or via the contact information you have most recently provided to Stoa and you will have the option to request the return of your deposit. If you chose to make a deposit and not allocate it to a Stoa Pot right away, it will still be held in your Stoa Embedded Bank Account, with the deposit linked to your Stoa Hub Pot balance.

4.2. You are able to view the status of your Stoa Perk fulfilment in your Stoa Account and you can contact us if you have any questions on the status of your Stoa Perk and how to use it. Your Stoa Account will explain how to access and use your Stoa Perk, including how to reveal the details of any virtual payment card through which the Stoa Perk value is made available. Where Stoa Perk information is also sent to you by the contact information you have most recently provided to Stoa and you have provided an email address, please check your junk and spam folders to make sure that our email has not been filtered into those folders.

4.3. Stoa reserves the right to make the Stoa Perk value available to you in instalments or through one or more gift cards, virtual payment cards or other fulfilment methods (for example, where the maximum face value of a gift card is less than the value of your chosen Stoa Perk or, instead of providing one 12 month gift card, we may send you 4 gift cards at 3 month intervals each with enough value to service the coming 3 months). In all cases you will receive the same total Stoa Perk benefit if you complete the Deposit Period. Specific Stoa Perk criteria will be made available to you in your Stoa Account and the Stoa App when selecting your chosen Stoa Perk.

4.4. In the event that there is a discrepancy between the pricing applied in your Stoa Pot and the price subsequently charged by the relevant merchant or retailer such that the Stoa Perk value you receive is not sufficient to cover its cost, you can write to us to request that Stoa cover the difference. However, you acknowledge that whether Stoa decides to make this additional Stoa Perk Value available to you to cover the difference is at Stoa’s sole discretion. Please be aware that you are still obliged to account for the difference to the relevant merchant or retailer, as this is an arrangement with you, not Stoa. Therefore, prior to entering into a contract with the relevant merchant or retailer, you should check the price of the product or service with the relevant merchant or retailer directly.

4.5. In relation to clause 4.4, whilst Stoa will try to ensure that the Stoa Perk value displayed in the Stoa App or Site is up to date to cover the cost of the merchant or retailer’s product or service that your Stoa Perk was intended to cover, Stoa cannot guarantee that the pricing shown is the most up to date pricing.

4.6. Once your Stoa Perk has been made available to you in accordance with clause 4.1, the purchase and use of the relevant product or service will be subject to the terms of the relevant merchant, retailer or brand and any contract for that product or service will be between you and that third party. Stoa is not responsible for the provision of that product or service or for any restrictions applying to it. Any request to extend or renew the product or service beyond the period covered by the Stoa Perk, or any complaint concerning its withdrawal or non-provision by the relevant third party, must be dealt with directly between you and that third party.

5. OPENING A STOA POT AND MAKING A DEPOSIT TO YOUR STOA EMBEDDED BANK ACCOUNT

5.1. When you access our Stoa Pots Service you will be able to select one or more Stoa Perks and create the corresponding Stoa Pots, equally you can also elect to deposit straight into your Stoa Hub Pot whilst you decide on your Stoa Pot and corresponding Stoa Perks. The list of available Stoa Perks will change regularly and we reserve the right to change the list of available Stoa Perks without notice to you (this means you may not be able to renew the same Stoa Perk after a Deposit Period).

5.2. Before selecting a Stoa Perk and opening your first Stoa Pot and your Stoa Hub Pot, you will be required to fill out a submission form providing required details for the Partner Bank’s onboarding, identity verification and due diligence checks to determine if you meet relevant eligibility requirements to open your Stoa Embedded Bank Account with the relevant Partner Bank to allow us to provide your Stoa Hub Pot, initial Stoa Pot and any future Stoa Pots – please note that these requirements will differ depending on whether you are using the Stoa Pots Service as a consumer for your personal use or as a business for your non-personal use. You will then be sent a link by the Partner Bank’s designated onboarding partner. As at the date of these Terms, Griffin’s designated onboarding partner will be Veriff.

5.3. Your ability to access the Stoa Pots Services is subject to these checks, if you successfully pass these (we may need to request further information from time to time and you should let us know of changes to information you provide immediately), you will be asked to confirm that you have read and accept these Terms and certain other terms and conditions linked to provision of the Stoa Pots Service prior to accessing the Stoa Pots Services for the first time. Please do take the time to read these in full and confirm you can abide by the terms prior to clicking accept and continue. Only once you have clicked accept and continue, Stoa will take the necessary actions to create your Stoa Hub Pot and Stoa Pot(s).

5.4. You may then be required to identify to us your Designated Bank Account via the Stoa App and you will receive instructions on how to move your money to your Stoa Embedded Bank Account. In certain circumstances, we may do this using the Open Banking service provided to us by Yapily.

5.5. Please note that you will only be able to deposit money from your Designated Bank Account if it is held by one of our supported providers, a full list will be displayed in the Stoa App, and each of your Stoa Pots will only be linked to a single Stoa Embedded Bank Account in your name (so please note clause 12 (FSCS Protection) on eligibility and deposit protection limits, which may apply to you).

5.6. You will be required to specify which bank holds your Designated Bank Account that you wish to make the deposit from (or withdrawal to) and then you will be required to authorise access to this account through your bank’s website or app via the Open Banking service provider integration. Stoa is not responsible for your bank’s services and you will be subject to separate terms and conditions (and privacy policy) with your bank and the Open Banking service provider.

5.7. Once your Designated Bank Account has been connected via the Open Banking service provider integration, you will be able to authorise and execute deposit and/or withdrawal into your Stoa Embedded Bank Account which will hold deposits related to your Stoa Hub Pot and Stoa Pot(s), linked to the Stoa Perks you have chosen and subject to the Terms. Timeframes for this deposit and further information will also be available in your Stoa App.

5.8. Essentially, the Open Banking service provider brings two key features to the Stoa App and our Stoa Pots Services:

5.8.1. Account Initiation Services. This is the process of you agreeing for the Open Banking service provider to connect your bank account as part of the Stoa Pots Service journey to see your account information, to help with troubleshooting and Stoa Pot / Stoa Perk promotions that might be most beneficial to you.

5.8.2. Payment Initiation Services. This is the process of you agreeing for the Open Banking service provider to initiate the relevant deposit (or withdrawal) between your bank account and your Stoa Embedded Bank Account provided by the relevant Partner Bank in relation to the Stoa Perk(s) you have selected for your Stoa Pot(s) or your Stoa Hub Pot. With your consent and instruction, this involves an instruction being provided to your Designated Bank Account provider to make the relevant deposit. This process will involve you being redirected to your Designated Bank Account provider to provide certain login and/or security credentials and satisfy certain authentication requirements – we will never ask for this information directly. Information about status of any deposit or withdrawal will be displayed in your Stoa Account too.

5.9. You will not need to repeat the process above if you would like to select additional Stoa Perks for any additional Stoa Pot(s), which will require further deposits to be made to your Stoa Embedded Bank Account provided by the relevant Partner Bank.

6. REQUESTING WITHDRAWAL OF DEPOSIT FROM YOUR STOA EMBEDDED BANK ACCOUNT RELATED TO YOUR STOA POT OR STOA HUB POT

6.1. In the Deposit Period, you may contact us via the Service and/or our support email address (support@stoa.money) to request the return of your deposit for the relevant Stoa Pot. The return of your deposit for the relevant Stoa Pot is at our sole discretion during the Deposit Period. This does not affect your rights to cancel these Terms during the Cooling Off Period if these apply to you (please see clause 9 for more information).

6.2. Where we agree to return your deposit for the relevant Stoa Pot during the Deposit Period, we reserve the right to deduct up to the full Stoa Perk value you have received from the amount of your deposit. For example, if you deposit £3,000 and receive a gift card with a value of £200, and you request that we return your deposit after only 3 months, we may deduct up to £200 from the amount of your deposit when we return it to you, so you would receive £2,800.

6.3. In requesting a withdrawal from your Stoa Embedded Bank Account related to your Stoa Pot or Stoa Hub Pot for the first time, you will need to follow the process set out in the Stoa App. As part of the process, Stoa will use the Confirmation of Payee service to check your bank account details and this must be the same Designated Bank Account as was used for your deposit for the Stoa Perk or Stoa Hub Pot. After the Confirmation of Payee process is completed, you will need to confirm via the Stoa App that you agree to proceed with the withdrawal - instructions will not be able to be processed until such Confirmation of Payee process is completed.

7. OPTIONS ON RENEWAL

7.1. Before the end of the Deposit Period for each of your Stoa Perks, you will have the option to:

7.1.1. renew your Stoa Perk (noting that some Stoa Perks will renew automatically if you take no action, as explained in clause 7.2) - in which case your deposit may need to be adjusted up or down to reflect a new merchant / retailer price;

7.1.2. end your Stoa Perk - in which case your deposit will be returned to your Designated Bank Account; or

7.1.3. choose a new Stoa Perk - in which case your deposit will be reallocated to a new Stoa Pot and the amount may need to be adjusted up or down to reflect a new merchant / retailer price.

7.2. If you do not exercise any of the options set out in clause 7.1:

7.2.1. where the individual page for the relevant Stoa Pot states that the Stoa Perk will renew automatically, the Stoa Perk remains available and any additional deposit required under clause 7.3.1 has been made, the Stoa Perk will renew automatically at the end of the Deposit Period. Your deposit will remain allocated to the relevant Stoa Pot for the new Deposit Period, subject to any adjustment under clause 7.3; or

7.2.2. In all other cases, including where the Stoa Perk does not renew automatically or is no longer available, your deposit will continue to be held in your Stoa Embedded Bank Account and the corresponding deposit value will be displayed in your Stoa Hub Pot. You can request that this amount is returned to the same Designated Bank Account that the deposit came from via the App.

7.3. In cases where your deposit amount needs to be adjusted:

7.3.1. If the Stoa Perk associated with the Stoa Pot requires a higher deposit you will need to send an additional deposit amount from your Designated Bank Account to your Stoa Embedded Bank Account (this will follow the same process as required to make the original deposit) or using any available deposit in your Stoa Embedded Bank Account linked to your Stoa Hub Pot that is not currently allocated to a Stoa Pot and corresponding Stoa Perk. The added amount is held until the original Deposit Period expires, at which point the old deposit amount and the new deposit amount combine for the renewed or new Stoa Perk and Deposit Period for the relevant Stoa Pot.

7.3.2. If the Stoa Perk associated with your Stoa Pot requires the same deposit, the old deposit amount is retained in the Stoa Embedded Bank Account and used for the new deposit amount for the renewed or new Stoa Perk and Deposit Period of the relevant Stoa Pot.

7.3.3. If the Stoa Perk associated with your Stoa Pot requires a lower deposit, the difference will be returned to you from your Stoa Embedded Bank Account to your Designated Bank Account following expiry of the Deposit Period of the relevant Stoa Pot if you have confirmed you wish to do this, otherwise it will be displayed in your Stoa Hub Pot.

8. DEPOSITS AND WITHDRAWALS: INFORMATION REQUIREMENTS AND WHAT TO DO IF SOMETHING GOES WRONG

8.1. Deposits to and from the Stoa Embedded Bank Account

8.1.1. Initiating a Deposit or Withdrawal. You can only access your Stoa Embedded Bank Account via the Stoa Account and App as part of the Stoa Pot Service. You must follow the relevant processes set out in your Stoa Account and these Terms . Requests for deposits or withdrawals may require certain information from you and about parties involved, this is required to process these. Generally, deposits and withdrawals between your Designated Bank Account and your Stoa Embedded Bank Account will be via the UK’s Faster Payment System (“FPS”), unless you are informed otherwise. Once submitted, instructions regarding deposits to and withdrawals from your Stoa Embedded Bank Account can’t be changed or cancelled.

8.1.2. Receiving Deposits. Deposits into your Stoa Embedded Bank Account related to your Stoa Pot(s) or Stoa Hub Pot (following process in Clause 5 (Opening a Stoa Pot and Making a Deposit to your Stoa Embedded Bank Account) and subject to relevant checks) will usually be received within two hours, you would be notified of significant delays via your Stoa Account.

8.1.3. Currency. Deposits to your Stoa Embedded Bank Account related to your Stoa Pot(s) and Stoa Hub Pot may only be made in £ (GBP).

8.1.4. Insufficient Funds. You must remember to make sure there’s sufficient funds in your Designated Bank Account to cover deposits.

8.1.5. Returning Deposits. If your deposit is due to be returned from your Stoa Embedded Bank Account (for example at the end of the Deposit Period of a Stoa Pot or because you have asked for it to be returned from your Stoa Hub Pot), you should receive it the same date as the relevant Deposit Period ends or you make the request for it to be returned. For the avoidance of doubt, the date referred to in this section is the date upon which the payment instruction is executed, and is therefore not necessarily the same day you will receive money into the originating bank account.

8.1.6. Limits. We may set and vary limits or place restrictions on the level of deposits that may be held in your Stoa Embedded Bank Account for your Stoa Pots and Stoa Hub Pot or level of transactions. For example: a minimum or maximum amount or limits linked to deposits. You can find out further detail of any limits and restrictions in your Stoa Account.

8.2. When Deposits or Withdrawals Can’t Be Made

8.2.1. There may be situations where we (or our Third Party Providers) suspend, refuse or cannot follow instructions for a deposit or withdrawal, including where:

8.2.1.1. there are reasonable grounds to believe there is suspicious activity occurring in relation to your use of Stoa Account, Stoa Pot(s), Stoa Hub Pots, Stoa Embedded Bank Account and the Services;

8.2.1.2. to do so would amount to a breach of these Terms or other applicable terms with our Third Party Providers;

8.2.1.3. where there is a Stoa Pots Service (or other Stoa Service) outage (with Stoa or our Third Party Providers);

8.2.1.4. where further information is required to make the relevant deposit or withdrawal (for example: information provided is incorrect or not sufficient for us to proceed); or

8.2.1.5. there are reasonable grounds that to accept the instruction would result in us or our Third Party Providers breaching applicable law and regulation, including those related to financial crime, sanctions or embargos.

8.2.2. We would usually notify you when a deposit or withdrawal cannot be made to/from your Stoa Embedded Bank Account and share information on how to resolve the issue via your Stoa Account, unless we are not able to make this due to legal and regulatory requirements.

8.2.3. We will not be liable for any losses, damages, costs or expenses arising as a result of a decision to suspend, refuse or follow instructions for a deposit or withdrawal.

8.3. Unauthorised Transfers

8.3.1. If you think something is wrong with a deposit to or from your Stoa Embedded Bank Account related to your Stoa Pot or Stoa Hub Pot or that someone unauthorised has accessed your Stoa Account or Stoa Embedded Bank Account, you should notify us as soon as possible (and always within 13 months of the date of the deposit or transfer) via your Stoa Account. If you do not tell us within this timeframe Stoa (and any of our relevant Third Party Providers) may not be able to resolve the issue for you.

8.3.2. If you tell us a deposit or withdrawal was not made by you, the matter will be investigated and you would normally receive a refund of the unauthorised amount as soon as reasonably practicable and no later than the next business day after we (and any of our relevant Third Party Providers) are notified, subject to you:

8.3.2.1. being eligible to make the refund claim;

8.3.2.2. providing notification within the period in clause 8.3.1 (above); and

8.3.2.3. not being subject to the scenarios in clause 8.3.3 (below).

8.3.3. You will not receive a refund under this clause 8.3 if:

8.3.3.1. you fail to meet the notification requirements and time periods set out;

8.3.3.2. the investigation shows that the transaction was authorised by you (or a person you had granted authority to);

8.3.3.3. there are reasonable grounds to show you (or a person you had granted authority to) acted fraudulently, or deliberately, or with gross negligence, failed to meet these Terms (including in relation to your requirements to keep security details safe).

8.4. Authorised Transfers

8.4.1. You may be entitled to a refund of the full amount of a deposit or withdrawal you authorised if:

8.4.1.1. you are eligible to claim for such refund;

8.4.1.2. the transaction did not specify the exact amount;

8.4.1.3. the total amount exceeded the amount you could have reasonably expected to pay (taking into account your previous spending patterns and circumstances of that case); and

8.4.1.4. you have asked for the refund within 8 weeks of the date of the transaction.

8.4.2. You agree to provide us (and, as relevant, our service partners) with any further information in relation to transactions as we may require. You may receive either a refund of the full amount or a justification for refusal within 10 business days from the day we or our Third Party Providers receive your refund request.

8.4.3. You won’t receive a refund where:

8.4.3.1. you have given consent for the transaction to be carried out;

8.4.3.2. we or the person that you paid, gave you specific information about the deposit at least four weeks before it was due; or

8.4.3.3. you don’t request the refund within 8 weeks of the date of the relevant deposit or withdrawal.

8.5. Authorised Push Payment (“APP”) Scams and Fraud

Please note: This 8.5 does not apply to Large Business Users due to scope of eligibility to APP Scam reimbursement under UK regulations.

8.5.1. APP fraud may occur when someone tricks you into sending money from your Stoa Embedded Bank Account to an account you do not control. Likelihood of this occurring with withdrawals from your Stoa Embedded Bank Account should be limited due to the strict controls in place about the Designated Bank Account that withdrawals are made to, however you may be eligible to make a claim if you have been a victim of APP fraud, for example: if this Designated Bank Account is changed fraudulently or is taken over by a person acting fraudulently.

8.5.2. If you think you are subject to an APP scam in relation to your Stoa Embedded Bank Account which holds your deposits, you should notify us as soon as possible via your Stoa Account. We will then investigate the matter with our relevant Third Party Providers, contacting the party receiving the money. You must provide all information needed for the investigation (failing to do this could impact your ability to claim).

8.5.3. We (or the relevant Third Party Provider we work with) will confirm the outcome of the investigation in 5 business days (or up to 35 business days if the matter is complex), if your claim is eligible, you will be reimbursed subject to limits of the UK’s APP fraud reimbursement rules and the first £100 of your claim. If your claim is not eligible, the reason for this will be explained to you.

8.6. Mistaken Transfers

8.6.1. Your Mistake. If you make a mistake with a deposit or withdrawal, please contact us as soon as possible via your Stoa Account. We are not responsible for a withdrawal made to the person you have told us (or our Third Party Providers) about if you have made a mistake. If you contact us, we will try and help you get your money back although we do not make any guarantee that the money will be returned.

8.6.2. Stoa Mistake. If a deposit is made in relation to your Stoa Embedded Bank Account related to your Stoa Pot(s) or Stoa Hub Pot by mistake by us or our Third Party Providers, for example: due to technical error, the amount will automatically be refunded and we will notify you of this. If we are notified a deposit is made to your Stoa Embedded Bank Account as a result of someone else’s mistake and, when contacted, you tell us it was intended for you, we may be legally required to share information about you with the relevant parties involved, so that they can contact you.

9. RIGHT TO CANCEL

9.1. Whether you are a consumer (i.e., you are acting for purposes that are wholly or mainly outside your trade, business, craft, or profession) or a business user you have the right to cancel these Terms without giving any reason within 14 calendar days of you accepting these Terms following the opening of your Stoa Pot and Stoa Hub Pot (and related Stoa Embedded Bank Account) (“Cooling Off Period”).

9.2. To exercise this cancellation right, please our contact our support email address before the expiry of the Cooling Off Period (support@stoa.money).

9.3. PLEASE NOTE: Where you exercise your right to cancel during the Cooling Off Period, we have the right to deduct from your returned deposit amount the full Stoa Perk value that you have received.

10. HOW TO CLOSE YOUR STOA POT, STOA HUB POT AND STOA EMBEDDED BANK ACCOUNT

10.1. If you wish to close your Stoa Pot(s), Stoa Hub Pot, your Stoa Embedded Bank Account and end these Terms , you may contact us via the App and/or our support email address (support@stoa.money). If you make this request during a Deposit Period, please refer to clause 6 for how we handle withdrawal requests when we may or may not return your deposit. Where we agree to return your relevant deposit before the end of the relevant Deposit Period, we deduct the full value of any Stoa Perk you have received (see clause 6.2).

10.2. If you make this request during the Cooling Off Period we will return your deposit in accordance with clause 9 (subject to us deducting the full value of any Stoa Perk you have received).

10.3. What happens at the end of a Deposit Period is explained in clause 7. If you do not exercise any of the options set out in clause 7.1, clause 7.2 will apply. Once all Deposit Periods are ended, you can end these Terms by contacting us via the Service and/or our support email address (support@stoa.money).

11. WHEN WILL STOA END OR SUSPEND THE STOA POT SERVICE

11.1. Usually we will provide you at least 90 days notice before we close your Stoa Pot, Stoa Hub Pot, Stoa Embedded Bank Account and your access to the Stoa Pot Services or otherwise end these Terms. We would let you know this is happening via notice in your Stoa Account on the Site or App or via the contact details you have most recently provided to Stoa.

11.2. If deposits have been in your Stoa Hub Pot for longer than 12 months then we will return such funds to you at the same Designated Bank Account that the deposit came from.

11.3. We may suspend or close your Stoa Pot, Stoa Hub Pot, Stoa Embedded Bank Account and access to the Stoa Pots Service or end these Terms immediately if we reasonably believe or determine any of the following has occurred or will occur:

11.3.1. our agreement with the relevant Partner Bank enabling us to provide you with your Stoa Embedded Bank Account related to your Stoa Pot(s) expires or terminates for any reason;

11.3.2. you commit a serious breach of any of these Terms or you persistently commit a minor breach of these Terms;

11.3.3. we suspect unauthorised, fraudulent or suspicious activity on, or involving your Stoa Pot, Stoa Account, Stoa Embedded Bank Account and the Services;

11.3.4. you give us false or misleading information, or fail to provide the information we request;

11.3.5. we suspect that you are, or may be, engaged in fraud, money laundering or terrorist financing activities or subject to sanctions or other matters of financial or economic crime;

11.3.6. you are no longer eligible for a Stoa Pot, Stoa Hub Pot and/or Stoa Embedded Bank Account based on Stoa Pot Service eligibility requirements;

11.3.7. there is a dispute over your entitlement to any funds in your Stoa Embedded Bank Account;

11.3.8. you are subject to any sort of bankruptcy or insolvency process, which may be in a personal or business capacity;

11.3.9. you have broken or are breaking the law or we reasonably suspect you may be doing so, you are being investigated by any court, government, regulatory authority or you fail to meet any checks required by law; or

11.3.10. your Stoa Embedded Bank Account is inactive for 25 calendar months from the date of the last deposit.

11.4. We will let you know why we need to close your Stoa Pot, Stoa Hub Pot, Stoa Embedded Bank Account and/or end these Terms and provide information on process for returning money held in your Stoa Embedded Bank Account to you as part of this process, subject to any applicable legal or regulatory reasons prohibiting us from doing this. We will also provide details for our customer support, complaints process and financial ombudsman information as part of this process.

11.5. If we close your Stoa Pot, Stoa Hub Pot or your Stoa Embedded Bank Account needs to be closed or suspended or these Terms end, subject to any applicable legal or regulatory reasons prohibiting us from contacting you and/or returning money to you, the amount that will be returned to you will depend on the reason for closure or ending the arrangement, as follows:

11.5.1. If this occurs following Stoa’s notice under Clause 11.1 (generally) or Clause 11.3 (matters related to our relationship with our Third Party Providers) you will receive the amount in your Stoa Embedded Bank Account related to your Stoa Hub Pot and Stoa Pot(s) less the value of your Stoa Perk(s) proportionate to the live Deposit Period(s) (for example: if you receive your entire Stoa Perk value at the start of your Deposit Period and your Stoa Pot, Stoa Hub Pot and Stoa Embedded Bank Account is closed or these Terms end, you would receive your deposit less the Stoa Perk value (unless we exercise our discretion not to make a deduction or to deduct a lessor amount);

11.5.2. If this occurs following Stoa’s notice under any other element of Clause 11.3 (matters related to your behaviour or use of the Services) you will receive the amount in your Stoa Embedded Bank Account related to your Stoa Hub Pot and Stoa Pot(s) less the full value of your Stoa Perk(s) for the live Deposit Period(s)).

11.6. While we would endeavour to give you reasonable notice, third parties may remove Stoa Perks at any time. Where a Stoa Perk is removed before it has been made available to you, you will be able to select a different Stoa Perk for any existing Stoa Pots that are affected by the removal of the Stoa Perk. Where the Stoa Perk has already been made available to you, clause 4.6 will apply. Where the Stoa Perk is no longer available at the end of a Deposit Period, clause 7.2.2 will apply. If the deposit amount needs to be adjusted for the Stoa Perk then the provisions of Clause 7.3 will apply.

12. FINANCIAL SERVICES COMPENSATION SCHEME (“FSCS”) PROTECTION

12.1. Funds held in your Stoa Embedded Bank Account provided by the relevant Partner Bank in relation to your Stoa Pot(s) are covered by the FSCS, dependent on you being eligible for this. Information on eligibility and the protection limits for Griffin are available on Griffin’s Deposit Protection webpage and in Griffin’s FSCS information sheet. In entering into these Terms you acknowledge that you have read and accepted the Griffin FSCS information sheet and Griffin’s Deposit Protection webpage.

12.2. If you meet the eligibility requirements, the FSCS can pay compensation if Griffin were unable to meet its financial responsibilities. Please note: The amount of your funds protected may be impacted if you have other Griffin bank accounts, as the FSCS limit relates to the combined total of all your funds you hold with Griffin, including those funds held in your Stoa Embedded Bank Account related to your Stoa Pots (this is a single Griffin bank account in your name, holding the total deposit amount).

13. CHANGES TO THESE SERVICE TERMS

13.1. If any changes to these Service Terms or the Terms of Use relate to your Stoa Embedded Bank Account linked to your Stoa Pot(s), Stoa Hub Pot or other regulated payment services relevant to operation of your Stoa Account and the Services, we usually need to give you two months’ notice before making these changes.

14. TAX LIABILITIES

Stoa Pots and the Stoa Perks are structured to provide non-cash perks or rewards without generating taxable income for you. As a result, there is nothing for you to declare. However, tax treatment can vary depending on your personal circumstances. If you do need to pay any tax, it is your responsibility to do so. If HMRC charges us any tax that should have been paid by you, you agree to cover that cost.

SERVICE TERMS

STOA AGENT

1. THE STOA AGENT SERVICES AND THESE TERMS

These Service Terms apply to the Stoa AI agent offering – our conversational AI assistant which supports you in using your other Stoa Services via the App, like our Stoa Pots Services and Saving Score Services as per the Terms (“Stoa Agent”).

The Stoa Agent Service Terms include certain definitions which are highlighted in bold when first used for you to easily identify. If a term isn’t defined in this way but it is still capitalised this is because we have used an existing definition in Terms, for example the Stoa Terms of Use or other Service Terms.

Stoa Agent can help you with tasks like:

● Connecting your different bank accounts through open banking integrations to your Stoa Account via the App for our Stoa Saving Score Services, and then help you understand your idle cash position, your spending habits and your Stoa savings score.

● Connecting your Designated Bank Account to your Stoa Account via the App for our Stoa Pots Services and assisting with deposit and withdrawal instructions for your Stoa Embedded Bank Account and related Stoa Pot/s and your Stoa Hub Pot.

● Identifying Stoa Perks and Stoa Pots that you might like based on your preferences and transaction and personal information that we hold about you as part of our Stoa Saving Score Services.

● Customer support matters related to the Services generally including providing answers to queries and FAQ information and completing other tasks with Stoa Agent support.

● Support with surplus cash and spending analysis by looking at transaction data on bank accounts that you have connected to the Stoa Account.

● Initiating any action within your Stoa Account, including renewing a Stoa Pot or Stoa Perk and allocating funds in your Stoa Hub Pot to a new Stoa Pot.

Stoa Agent is an optional service, you do not have to use it and we’d ask your permission before you first use it in the App too. Please only use Stoa Agent to discuss your Stoa Account and the related Services. For any urgent or sensitive matters you can also reach out to customer support –support@stoa.money.

Stoa Agent analyses your spending and saving patterns and estimated surplus cash across your connected accounts and credit cards to identify potential savings opportunities and display matching products or offers. These matches are for information only and do not constitute financial advice, a personal recommendation or an assessment of suitability. You remain in control and decide whether to proceed.

Please note that the Stoa Agent will only take action on your instruction. The Stoa Agent does not, and is not authorised, to make payments or move money on your behalf or provide any financial advice (including investments, tax, lending or pension advice), recommend specific products, compare Stoa Pots against other regulated savings products or make affordability decisions.

2. STOA AGENT CONTENT AND DATA USE

When using Stoa Agent you may provide ‘input’ for the Stoa Agent Services (for example: personal data or other detail about your personal or business circumstances, use of the Stoa Services including data collected from the Stoa Pots and Stoa Agent) (“Input”) and receive output from Stoa Agent based on that Input (“Output”). We refer to any Input and Output as “Stoa Agent Content”.

You represent and warrant that you have all necessary rights, licenses and permissions that are needed to provide Input as part of the Stoa Agent Services and for purpose of generating Stoa Agent Content and informing the Output. To the extent permitted by law, you therefore are responsible for your actions in relation to the Stoa Agent Content and ensuring it does not violate any applicable law or regulation, these Stoa Agent Service Terms and your other Terms with Stoa.

In using Stoa Agent as part of the Services, you accept that:

● Output and Stoa Agent Content may not be accurate and you are solely responsible for evaluating accuracies of Output and Stoa Content and whether it is appropriate for you and your circumstances;

● Stoa Agent could provide incomplete, incorrect Output or Stoa Agent Content or views that are not representative of Stoa as a business; equally, some Output or Stoa Agent Content may be similar to what other Stoa users receive given the nature of the Stoa Agent and our Services;

● Any reference to third parties as part of the Stoa Agent Content does not represent a partnership, relationship or other affiliation or endorsement between Stoa and the party;

● Stoa may use Stoa Agent Content in conjunction with Your Content and Insights Data (as defined in at Terms of Use, Intellectual Property Rights);

● the Stoa Agent will learn from the Stoa Agent Content but your confidential information or personal data will not be shared with anyone other than the third parties providing an element of the Services on Stoa’s behalf;

● Stoa owns all intellectual property rights in any Output; and

● the Stoa Agent will be accessing, analysing and processing your data in the background to ensure it can give you accurate analysis and support when you request it.

3. STOA AGENT CONSENT

When using Stoa Agent you acknowledge and agree that you (or if you are a business user, your Authorised User) will still be required to explicitly consent to and initiate certain key processes or steps in relation to the Services, these types of scenarios will be made clear to you via the App and your Stoa Account as part of the Stoa Agent and App experience. It may include, but is not limited to providing consent related to:

● Open banking access and integrations with Third Party Providers in relation to your external personal or business bank accounts and your Stoa Account and App as part of the Stoa Saving Score Services;

● Payment instructions and payment initiation as part of the Stoa Pots Services with relevant Third Party Providers; for example: depositing or withdrawing monies between your Stoa Embedded Bank Account and Designated Bank Account;

● Stoa instruction for opening a new Stoa Pot and/or managing allocation of deposits between your Stoa Hub Pot and Stoa Pot and related Stoa Perks; and

● Identification and verification services with Stoa and our Third Party Providers as part of the Services and onboarding/maintenance of your Stoa Account, generally.

4. IMPORTANT INFORMATION

YOU ACKNOWLEDGE THAT THE STOA AGENT SERVICE IS FOR GENERAL INFORMATION PURPOSES ONLY. STOA IS NOT AUTHORISED BY THE FCA TO PROVIDE FINANCIAL ADVICE OR CARRY ON REGULATED ACTIVITIES. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF INFORMATION OBTAINED FROM THE SERVICE.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS AND STOA AGENT CONTENT FROM THE STOA AGENT SERVICE IS AT YOUR OWN RISK AND YOU WILL NOT RELY ON SUCH OUTPUT AS A SUBSTITUTE FOR PROFESSIONAL OR SPECIALIST ADVICE.

SAVE AS EXPRESSLY PERMITTED IN THE STOA TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, STOA NOR ANY OF OUR AFFILIATES OR PERSONNEL SHALL BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED BY YOU AS A RESULT OF THE USE OF THE STOA AGENT SERVICES.

5. USE OF YOUR PERSONAL INFORMATION

Stoa takes your privacy and its obligations in relation to your privacy seriously. Under data protection legislation, Stoa is required to provide you with certain information including information about how Stoa processes your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in Stoa’s privacy policy.

6. INDEMNITY

If you are a business user of the Stoa Agent, to the extent permitted by law, you will indemnify and hold harmless Stoa and our affiliates and personnel from and against any costs, losses, liabilities and reasonable expenses from third party claims arising out of or relating to your use of the Stoa Agent Services and Stoa Agent Content and any violation of these Stoa Agent terms.

7. FEEDBACK

We want Stoa Agent to help you get the most out of your Stoa Services, so we appreciate any feedback you might have. Please contact Stoa at support@stoa.money if you have any. If you do provide feedback you agree that we may use it without restriction.

8. TERMINATING THESE TERMS

You have the right to terminate your relationship with Stoa for the Stoa Agent Services at any time and can do so by requesting this with Stoa.

Stoa may suspend your access to the Stoa Agent Services or terminate the Stoa Agent Services at any time, for any reason and without notice. Stoa will have no liability to you if it does this. For example, we may need to discontinue Stoa Agent.

We would give you advice notice of this if we’re able to, subject to applicable law and regulation.

Upon termination of your relationship with Stoa for any reason all rights granted to you under these Stoa Agent terms shall cease and you must immediately cease all activities authorised under these Stoa Agent terms.

Other Stoa terms that apply to you may be subject to alternative termination provisions.

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