JOHN CARLOS I

KING OF SPAIN

To all who present it and understand it.

Sabed: That the General Courts have approved and I come to sanction the following Law.

PREAMBLE

I

The creation of the euro in 1999 and its entry into circulation in 2002 as the single currency, at least in the area of the countries that adopted the new currency, should have resulted, at the same time, in the uniform regulation of payment instruments. make the use of that currency possible.

Although certain Community rules were adopted with harmonised objectives on certain aspects of payment systems, it was not until 2005 that the European Union Commission presented the proposal for a Directive on payment services on the internal market, which was approved as Directive 2007 /64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market, amending Directives 97 /7/EC, 2005 /65/EC and 2006 /48/EC and repealing Directive 97 /5/EC. The purpose of this Law is to incorporate it into the Spanish legal order.

The general objective of the Directive is to ensure that payments made in the field of the European Union-in particular transfers, direct debits and direct payment transactions carried out by card-can be the same facility, efficiency and security as the domestic domestic payments of the Member States. Together with this, it contributes to the strengthening and protection of the rights of users of payment services and facilitates the operational implementation of single euro payment area instruments, which has been referred to as SEPA ("Single Euro Payments"). Area "), to be developed by private industry with the impetus of the European Central Bank and the national central banks.

The SEPA must mean, when it is concluded, in 2010, that payment services, as provided for in the Directive, will be provided in the European Union as in a territory without borders and where possible differences of costs have no other cause than the efficiency of service providers.

II

The specific objectives of the Directive and therefore of this Law are those set out below.

First, it aims to stimulate competition between national markets and ensure equal opportunities to compete. In this respect, the creation of new payment institutions is permitted, which, without prejudice to the fact that they fulfil important requirements and guarantees for their operation, may represent an extension of the payment service providers.

Secondly, the aim is to increase transparency in the market, both for service providers and for users. In order to achieve this objective, it is necessary to establish common rules, as a better system for providing legal certainty, both at national and cross-border level, since the conditions and requirements for information are uniform. applicable to payment services.

Third, a common system of rights and obligations is established for providers and for users in relation to the provision and use of payment services. Without such management, the integration of the single payment market would be impossible.

All this will contribute to greater efficiency, a higher level of automation and a common procedure subject to Community legislation.

III

This Law, following the same scheme as the Directive, is structured in five Titles.

Title I contains the general provisions governing the main aspects of the legal text. The scope of application is defined as regards the payment services which are listed in a comprehensive manner and as regards the territory in which they are provided, which is the Spanish territory, whatever the origin or final destination of the services. operations. Therefore, a single system is established for suppliers that are subject to the Spanish Law, without restricting the operations to which they take place solely on the territory of the European Union.

It is noteworthy that the Law establishes the reserve of activity to provide payment services in favor of suppliers that also in an exhaustive way are listed as possible providers. These are the credit institutions and the new payment institutions, the legal regime of which is set out in Title II. It is very important to note that these new payment institutions are subject to a similar regulation to the bank and under the supervision of the Banco de España. It also sets out what distinguishes them substantially from credit institutions, which is the prohibition of collecting customer deposits.

New payment institutions are expected to help increase competition among service providers, with the expected cost reduction.

Title III establishes, as a general rule for all payment services, the system of transparency as regards the conditions and requirements of information applicable to such services. This is done with a flexible criterion, with greater or lower requirements according to the characteristics of the user, protecting ordinary consumers more rigorously, but always giving a notable margin to contractual freedom. In any case, the service provider shall provide the user with all the information and conditions relating to the benefit which the service provider provides.

Title IV establishes the rights and obligations of providers and users in relation to payment services. As in the previous Title, different levels of demand are allowed, provided that the greatest protection is offered to the ordinary consumer.

As regards the payment of services, it is introduced as a general rule that the payer and the beneficiary of the operation must each assume the corresponding cost. This shall not prevent public bodies, such as Social Security, from establishing agreements with financial institutions to ensure that such entities do not charge any expenditure on certain payment transactions.

In general, the whole system is based on the contractual balance between supplier and user, but on the main issues the criterion is that this is an inalienable legal status, as is the case for legal consequences of unjustified or defective actions.

The fully harmonised regulation introduced on the date of value of credits and debits in the customer's account arising from payment transactions should be highlighted, in accordance with the efficiency and speed criterion.

In such a complex matter, this Law carries out the incorporation into the Spanish legal order of those provisions of Directive 2007 /64/EC on payment services in the internal market that require legal status. At a later stage, the transposition of the legislation should be completed with the appropriate regulatory development, in accordance with the determining elements that the Law establishes, which must be observed when drawing up regulatory standards.

Finally, it should be noted that the transitional rules are intended to facilitate the implementation of the new Law, streamlining procedures, with the reduction of expenses that it entails.

TITLE I

General provisions

Article 1. Object and scope of application.

1. The purpose of this Law is the regulation of payment services, as referred to in paragraph 2, which are provided on Spanish territory, including the form of the provision of such services, the legal system of payment institutions, the scheme of transparency and information applicable to payment services, as well as the respective rights and obligations of both the users of the services and the providers of the services.

2. The payment services that this Act regulates are:

(a) The services that allow cash income in a payment account and all the operations necessary for the management of the payment account itself.

(b) Services that allow the withdrawal of cash from a payment account and all operations necessary for the management of the payment account itself.

c) The execution of payment transactions, including the transfer of funds, through a payment account in the payment service provider of the user or other payment service provider:

1. Enforcement of direct debits, including non-recurring direct debits,

2. Execution of payment operations by payment card or similar device,

3. The execution of transfers, including permanent orders.

d) The execution of payment transactions when the funds are covered by an open credit line for a payment service user:

1. Enforcement of direct debits, including non-recurring direct debits,

2. Execution of payment operations by payment card or similar device,

3. The execution of transfers, including permanent orders.

e) The issuance and acquisition of payment instruments.

f) Sending money.

g) The execution of payment transactions in which the consent of the payer is transmitted to execute a payment transaction by means of telecommunication, digital or computer devices and payment is made through the operator of the network or telecommunication or computer system, acting solely as an intermediary between the payment service user and the provider of goods and services.

The Government is empowered to make amendments to this paragraph 2 where the competent bodies of the European Union do so in the Annex to Directive 2007 /64/EC of 13 November 2007 on payment services in the internal market.

3. Titles III and IV shall apply, in the terms specified therein, to the contracts governing the payment services provided by the providers of such services resident in Spain, including branches in Spain of foreign suppliers. The aforementioned Titles shall also apply to the payment transactions carried out on Spanish territory. However, where the payment service is provided under framework contracts concluded by payment institutions which have their registered office in other Member States of the European Union by the exercise in Spain of the freedom to provide services, services, without establishment, provided for in Article 11, shall apply the law of the State of origin of the payment institution providing the service. In these cases, in the case of transactions with consumers, Spanish legislation will apply as long as it is more favourable.

4. This Law shall be without prejudice to the provisions of Law 7/1995 of 23 March of Credit for Consumption, in cases where an instrument or payment service includes the granting of a claim of that nature.

Article 2. Definitions.

For the purposes of this Law, the following definitions shall apply:

1. 'home Member State' means one of the following:

(a) The Member State in which the payment service provider has its registered office; or,

(b) If the payment service provider does not have a registered office in accordance with national law, the Member State in which its central administration is established;

2. 'host Member State' means the Member State other than the home Member State in which the payment service provider has an agent or a branch or provides payment services;

3. 'payment service' means any of the commercial activities referred to in Article 1.2 of this

;

4. 'payment institution' means a legal person to whom authorisation has been granted, to provide and execute payment services;

5. 'payment transaction' means an action, initiated by the payer or by the payee, consisting of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the two;

6. 'Payment system' means a system for the transfer of funds regulated by formal and standardised provisions, and with common rules for the processing, settlement or clearing of payment transactions;

7. 'authorising officer' means a natural or legal person who holds a payment account authorising a payment order from that account or, in the case where there is no payment account, the natural or legal person who gives a payment order;

8. 'Beneficiary' means a natural or legal person who is the intended recipient of the funds that have been the subject of a payment transaction;

9. 'Payment service provider' means public bodies, entities and undertakings authorised to provide payment services in Spain or in any other Member State of the European Union, whether or not to accept the derogations provided for in Article 26 of this Regulation. Directive 2007 /64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market, amending Directives 97 /7/EC, 2002 /65/EC, 2005 /60/EC and 2006 /48/EC and repealing the Directive 97 /5/EC, as well as those of third countries, which are professionally engaged in the provision of services payment;

10. 'Payment service user' means a natural or legal person who makes use of a payment service, either as a payer, as a payee or both;

11. 'Consumer' means a natural person who, in the payment service contracts which are the subject of this Law, acts for purposes other than his economic, commercial or professional activity;

12. 'framework contract' means a payment service contract that governs the future execution of individual and successive payment transactions, and which may stipulate the obligation to open a payment account and the corresponding conditions;

13. 'Money-sending service' means a payment service which enables the receipt of funds from a payer without the creation of any payment account in the name of the payer or the payee, for the sole purpose of transferring an amount equivalent to a payee or another payment service provider acting on behalf of the beneficiary, or receiving funds on behalf of the beneficiary and making them available to the beneficiary;

14. "Payment account" means an account in the name of one or more payment service users that is used for the execution of payment transactions;

15. 'Funds' means banknotes and coins, scriptural money and electronic money in accordance with Article 1.2 of Royal Decree 322/2008 of 29 February on the legal status of electronic money institutions;

16. 'payment order' means any instruction submitted by a payer or payee to its payment service provider requesting the execution of a payment transaction;

17. 'Date of value' means a time used by a payment service provider as a reference for the calculation of interest on funds paid or charged to a payment account;

18. 'Reference exchange rate' means the exchange rate used as the basis for calculating any foreign exchange, either provided by the payment service provider or comes from a publicly available source;

19. 'Authentication' means a procedure that enables the payment service provider to check the use of a specific payment instrument, including its custom security features;

20. 'reference interest rate' means the interest rate used as the basis for calculating any interest to be applied and from a publicly available source that can be verified by the two parties to a payment service contract;

21. 'unique identifier' means a combination of letters, numbers or signs specified by the payment service provider to the user of those services, which the latter must provide in order to identify the other user of the service unequivocally payment, to your payment account in a payment transaction or both;

22. 'Agent' means a natural or legal person providing payment services on behalf of a payment service

;

23. 'payment instrument' means any custom mechanism or mechanisms, or set of procedures agreed by the payment service provider and the payment service user, used by the payment service provider to initiate a payment order;

24. 'distance communication means' means any means which, without the simultaneous physical presence of the payment service provider and user, can be used for the conclusion of a payment service contract;

25. 'durable support' means any instrument that allows the payment service user to store the information that has been transmitted to him personally, in a manner that is easily accessible for future consultation, for a period of time appropriate to the purposes of such information, and to allow the unchanged reproduction of the stored information;

26. 'Business day' means the day of the opening of a payment, for the purposes necessary for the execution of a payment transaction, of the payment service providers of the payer or of the payee involved in the execution of the payment transaction. In the case of a telematic payment account, the calendar corresponding to the place where the registered office of the payment service provider to whom they were hired shall be followed;

27. 'direct debit' means a payment service intended to carry out a charge in the payment account of the payer, in which the payment transaction is initiated by the beneficiary on the basis of the consent given by the payer to the payee, to the supplier of payment services of the payee or the payment service provider of the payer itself;

28. 'branch' means a centre of business, other than the central administration, which constitutes a part of a payment institution, devoid of legal personality, and which directly carries out all or some of the transactions inherent in the activity of the payment institution; all activity centres established in the same Member State by a payment institution with the central administration in another Member State shall be considered as a single branch; and,

29. 'Group' means a group of undertakings within the meaning of Article 42 of the Trade Code.

Article 3. Exceptions to the application of the Law.

This Act will not apply to the following activities:

(a) payment transactions made exclusively in cash and directly from the payer to the payee, without intervention by any intermediary;

(b) the payment transactions of the payer to the payee through a commercial agent authorised to negotiate or conclude the purchase or sale of goods or services on behalf of the payer or the payee;

(c) physical transport, such as professional activity, of banknotes and coins, including collection, processing and delivery;

(d) payment transactions consisting of the non-professional collection and delivery of cash made on the basis of non-profit or charitable activities;

e) the services in which the payee provides cash to the payer as part of a payment transaction, at the express instance of the payment service user immediately prior to the execution of a transaction payment, by payment for the purchase of goods or services;

f) the foreign currency exchange business, when the funds are not held in payment accounts;

(g) payment transactions made by means of any of the following documents issued by a payment service provider in order to make funds available to the beneficiary:

1. Paper Checks in accordance with the Geneva Convention of 19 March 1931 establishing a Uniform Law on Checks,

2. º Cheiques on paper similar to those referred to in point (i) and regulated by the law of Member States which are not party to the Geneva Convention of 19 March 1931 establishing a uniform law on cheques,

3. Paper Effects under the Geneva Convention of 7 June 1930 establishing a Uniform Law on Letters of Change and Notes,

4. "Similar" paper effects referred to in the previous paragraph and regulated by the law of the Member States which are not parties to the Geneva Convention of 7 June 1930 establishing a Uniform Law on Letters of change and promissory notes,

5. Vals on paper,

6. º Paper Travel Checks, and,

7. º Paper Giros on paper, as defined by the Universal Postal Union;

(h) payment transactions carried out by means of a settlement system for payments or securities or between settlement agents, central counterparties, clearing houses or central banks and other participants in the the system, and payment service providers, without prejudice to the provisions of Article 5;

(i) payment transactions related to portfolio management, including dividends, revenue or other distributions, or with write-downs or sales, made by persons referred to in point (h) of this Article or by investment firm, credit institutions, collective investment institutions and their managers, pension schemes and funds and their managers and any other entity authorised to guard financial instruments;

(j) the services provided by technical service providers as a support for the provision of payment services, without such providers becoming at any time in possession of the funds to be transferred, including data processing and storage, trust and privacy services, data and entity authentication, information technology and the provision of communication, supply and maintenance networks terminals and devices used for payment services;

(k) services based on instruments which may be used for the acquisition of goods or services only on the premises of the issuer or, under a commercial agreement with the issuer, or on a limited network of service providers or for a limited set of goods or services, in accordance with the conditions to be laid down in regulation;

l) payment transactions executed by means of telecommunication, digital or information technology devices, when purchased goods or services are delivered and used by means of telecommunications, digital or information technology, provided that the telecommunications, digital or information technology services operator does not act solely as an intermediary between the payment service user and the supplier of goods and services;

m) payment transactions made on behalf of payment service providers and their agents or branches;

n) payment transactions between undertakings in the same group, provided that they are performed without the intervention of intermediaries, through a payment service provider that does not belong to the group itself; and,

n) service providers of cash withdrawals at ATMs acting on behalf of one or more card consignors, who are not part of the framework contract with the consumer who withdraws money from a payment account, provided that such suppliers do not carry out other payment services as referred to in Article 1.2.

Article 4. Activity reservation.

1. Without prejudice to the provisions laid down for the provision of cross-border services in Article 11 of this Law by other payment service providers of the European Union, they may, on a professional basis, provide services. The following categories of payment service providers are listed in Article 1 of the same payment service provider:

(a) the credit institutions referred to in Article 1.1 (a) of Royal Decree-Law 1298/1986 of 28 June 1986 on the adaptation of the law in force in the field of credit institutions to that of the European Communities.

(b) the electronic money institutions referred to in Article 1.1 (b) of the Royal Legislative Decree 1298/1986 of 28 June.

c) the payment entities.

(d) the State Company of Correos y Telegrafos, S.A., in respect of payment services for the benefit of which it is entitled under its specific rules.

2. For the purposes of this Act, payment service providers shall also be considered, where they do not act as public authorities:

a) the Banco de España;

b) the General Administration of the State, Autonomous Communities and Local Entities.

3. Any natural or legal person who is not a provider of payment services or who is explicitly excluded from the scope of this Law is prohibited from providing, on a professional basis, any of the payment services listed in the Article 1.

4. Natural or legal persons who infringe the provisions of this Article shall be punished in accordance with the provisions of Article 29 of Law 26/1988 of 29 July 1988 on the discipline and intervention of credit institutions without prejudice to other responsibilities that may be required.

Article 5. Access to payment systems.

1. The rules of access of authorised payment service providers to payment systems shall be objective, non-discriminatory and proportionate and shall not hinder access more than is necessary to prevent specific risks, such as: settlement risks, operational risks and operating risks, and ensure the operational and financial stability of the payment system.

In particular, payment systems may not impose upon payment service providers, payment service users or other payment systems, any of the following requirements:

(a) rules restricting effective participation in other payment systems;

(b) rules that discriminate between the providers of authorised payment services in relation to the rights, obligations and powers of the participants; or,

c) any restrictions based on institutional status.

2. Paragraph 1 shall not apply to:

(a) the payment systems recognised in accordance with the provisions of Law 41/1999 of 12 November on payment systems and securities settlement;

(b) payment systems consisting exclusively of payment service providers belonging to a group of entities linked by their capital, where one of them has effective control over the others.

3. Paragraph 1 (b) and (c) shall not apply to payment systems where a single payment service provider, either as a single entity or as a group, is in the following circumstances:

(a) act or be able to act as a provider of the payer's payment service and of the payee and be solely responsible for the management of the system, and,

(b) authorise other payment service providers to participate in the system and the latter are not entitled to negotiate the fees between themselves in relation to the payment system, even if they can establish their own tariff in relation to the payer and the payee.

4. Payment systems to which paragraph 1 of this Article applies, which have their central administration in Spain or which are managed by a Spanish company or entity, shall be obliged to communicate to the Bank of Spain its rules access.

The Banco de España will make public the payment systems that have communicated to you those rules.

5. The Banco de España, in the exercise of its functions to monitor the operation of the payment systems, will be responsible for monitoring compliance with the provisions of this article, resulting from the application of the provisions of Article 16 of the Law 13/1994, of June 1, autonomy of the Banco de España.

TITLE II

Legal framework for payment entities

Article 6. Definition, authorization, and registration.

1. Payment institutions shall be considered to be legal persons other than those referred to in Article 4 (1) (a) and (b) to which authorisation has been granted to provide and execute the payment services referred to in Article 1.2. The authorisation may cover all or any of the payment services referred to.

The name "payment institution", as well as its abbreviation "EP", shall be reserved for these entities, which may include them in their social denomination, in the manner in which they are regulated.

Payment institutions may not carry out the collection of deposits or other repayable funds from the public in the manner provided for in Article 28.2.b) of Law 26/1988, or issue electronic money. Funds received by such entities from payment service users for the provision of payment services shall not constitute deposits or other repayable funds.

2. The Minister for Economic Affairs and Finance, after a report from the Bank of Spain and the Executive Service of the Commission on the prevention of money laundering and monetary offences in respect of aspects of its competence, shall authorise the creation of the payment institutions, as well as the establishment in Spain of branches of such unauthorised entities in a Member State of the European Union. The application for authorisation shall be settled within three months of its receipt or at the time of completion of the required documentation. The application for authorisation shall be deemed to be rejected by administrative silence if no express resolution has been notified. The refusal of the authorisation shall be reasoned.

3. Authorization to create a payment entity will be denied:

(a) When it is lacking a good administrative and accounting organisation or adequate internal control procedures, ensuring the sound and prudent management of the entity.

For these purposes, payment institutions shall have, under conditions proportionate to the nature, scale and complexity of their activities, an appropriate organisational structure, with well-defined, transparent lines of responsibility and consistent, as well as effective procedures for the identification, management, control and communication of the risks to which they are or may be exposed, together with appropriate internal control mechanisms, including administrative procedures and solid accountants.

b) If, in view of the need to ensure sound and prudent management of the institution, the suitability of the shareholders to have a significant stake is not considered appropriate. Among other factors, suitability will be appreciated based on:

1. The commercial and professional honorability of shareholders. This good repute shall be presumed when the shareholders are public administrations;

2. The heritage assets held by such shareholders to meet the commitments assumed;

3. The lack of transparency in the structure of the group to which the entity may eventually belong, or the existence of serious difficulties in inspecting or obtaining the necessary information on the development of its activities.

c) When their administrators and managers do not have the required commercial and professional honorability,

(d) Where the minimum capital requirements are not met or the other requirements are laid down for the authorisation of the payment institutions.

For the purposes of this Law, significant participation in a Spanish payment institution shall be understood to be such that it reaches, directly or indirectly, at least 10 percent of the capital or voting rights of the entity, and those which, without reaching the percentage indicated, allow a significant influence on the entity. It may be determined in accordance with the characteristics of the different types of payment institutions, where it must be assumed that a natural or legal person may have a significant influence.

4. The requirements for the authorisation shall also be, in the terms of the regulation, to be retained. In particular, and for such purposes, natural and legal persons who acquire, directly or indirectly, a significant participation in a payment institution shall report to the Banco de España indicating the amount of the participation achieved.

5. Once the authorization has been obtained and after its incorporation and registration in the Commercial Registry, the payment institutions must, before starting their activities, be registered in the Special Register of Payment Entities that will be created in the Bank of Spain. In this Register, they shall be in addition to the authorised payment institutions, their agents and branches. This Register shall include the payment services for which each payment institution has been authorised. The Register shall be publicly available for consultation, accessible via the Internet and regularly updated.

6. The Government is empowered to develop the legal regime applicable to the creation and the conditions for the exercise of the activity of payment institutions, and in particular for the establishment of its minimum initial capital and the requirements of resources. and guarantees, according to the forecasts contained in this Law.

7. To payment institutions, it shall apply to them, with the adjustments to be determined, as laid down in Law 19/1993 of 28 December, on certain measures for the prevention of money laundering and its development provisions.

Article 7. Revocation.

1. The authorisation granted to a payment institution may be revoked only in the following cases:

a) If you do not make use of the authorization within twelve months.

b) If you actually interrupt the specific activities of your social object for a period of more than six months.

c) If you are credited with obtaining the authorization by false statements or by other irregular means.

d) If you do not meet the conditions that prompted the authorization.

e) By express waiver of authorization.

f) When it may constitute a threat to the stability of the payment system in case of continued payment services.

g) As a penalty.

The authorization of a branch of a third-country payment entity shall be revoked, in any event, when the authorization of the payment institution that has created the branch is revoked.

2. The Minister for Economic Affairs and Finance will be competent to agree on the revocation.

3. Where the Banco de España is aware that a payment institution of another Member State of the European Community operating in Spain has been revoked its authorisation, it shall immediately agree on the appropriate measures to ensure that the institution does not initiate new payment activities, as well as to safeguard the interests of payment users.

4. The revocation of the authorization shall be entered in all the relevant public records and, as soon as the establishment is notified, shall entail the cessation of the authorization, in so many operations as may be covered by the granting of the authorization. revoked authorization.

5. Where the withdrawal of the authorisation of a payment institution has been agreed, the Banco de España shall inform the competent supervisory authorities of the Member States in which it has a branch or act as a free movement. provision of services, in the legally provided terms.

Article 8. Capital and own resources.

1. Payment institutions shall maintain at all times, in addition to the minimum capital required by regulation, a sufficient volume of own resources in relation to the business indicators, in the terms that they regulate. For these purposes, the own resources shall be defined in accordance with the provisions, for the same purposes, for credit institutions.

2. In relation to the obligations referred to in the previous paragraph, the Bank of Spain:

(a) It may be exempted from payment institutions incorporated in a consolidated group of credit institutions as defined in points (a) and (b) of Article 8.3 of Law 13/1985 of 25 May of Investment Coefficient, Own Resources and Information Obligations of the Financial Brokers of individual compliance with the requirements of own resources.

(b) It may require, on the basis of the assessment of the risk management processes and the internal control mechanisms of the payment institution, that the payment institution has an own funds figure of up to 20% above, or allow the payment institution to hold a number of own resources up to 20 per cent lower than that resulting from the required minimum capital requirements of the institution in accordance with the rules laid down in paragraph 1 of this precept.

(c) Take the necessary measures to prevent the multiple use of own resources items when the payment institution belongs to the same group of another payment institution or financial institution, as well as to ensure a appropriate distribution of own resources among the entities that compose the group.

(d) It may take the necessary measures to ensure the existence of sufficient capital for payment services, in particular where the activities of the payment institution in relation to services other than payments harm or may impair the financial soundness of the same.

3. Where a payment institution does not reach the minimum level of own resources established in accordance with this Article, the institution shall allocate to the reserve formation the percentages of its liquid profits or surpluses which are determined, subject to the prior authorization of the Bank of Spain, to this effect.

Article 9. Activities.

1. In addition to the provision of the payment services referred to in Article 1.2 of this Law, payment institutions shall be entitled to carry out the following activities:

(a) the provision of closely related operational services or ancillary services, such as the guarantee of the execution of payment transactions, foreign exchange services, custody and storage activities; and data processing;

(b) the management of payment systems, without prejudice to the provisions of Article 5;

(c) economic activities other than the provision of payment services, in accordance with applicable Community and national legislation.

However, where a payment institution simultaneously performs other economic activities other than payment services, and such activities are detrimental or likely to impair the financial soundness of the payment institution or may creating serious difficulties for the exercise of its supervision by the Banco de España may require it to constitute a separate entity for the provision of payment services.

2. Payment institutions may only maintain payment accounts whose exclusive use is limited to payment transactions. Such accounts shall not be vested in any interest, and shall be subject to the remaining operational limitations which are determined to ensure their purpose.

3. Payment institutions may grant credits in relation to the payment services referred to in points (d), (e) and (g) of Article 1.2 of this Act only if the following conditions are met:

(a) That is a credit granted exclusively in connection with the execution of a payment transaction;

b) That the credit granted in connection with the payment, executed in accordance with Article 11 of this Law, is reimbursed within a short period of time, which in no case exceeds twelve months;

(c) that such credit is not granted from funds received or in possession for the purpose of the execution of a payment transaction; and,

(d) that the own funds of the payment institution are at all appropriate times, in accordance with the criteria to be established by the Banco de España taking into account the total amount of the loans granted.

Article 10. Warranty requirements.

1. Payment institutions shall safeguard the funds received from payment service users or received through another payment service provider for the execution of payment transactions, subject to one of the two procedures following:

(a) At no time shall they be mixed with the funds of any natural or legal person other than payment service users on whose behalf the funds are available and, in the event that they are still in the possession of the institution of the payment and have not yet been delivered to the beneficiary or transferred to another payment service provider at the end of the business day following the day on which the funds were received, shall be deposited in a separate account in a credit institution or shall be invested in safe, liquid and low-risk assets in terms that are regulated in a regulated manner.

In this case, the holders of the funds shall enjoy the right of separation on the accounts and assets referred to in the preceding paragraph, in accordance with the insolvency rules, for the benefit of the payment service users, in respect of potential claims by other creditors of the payment institution, in particular in the event of insolvency.

(b) Or, they shall be covered by an insurance policy or other comparable guarantee from an insurance undertaking or a credit institution which has the minimum credit quality to be determined by regulation, which does not belong to the same group as the payment institution itself, for an amount equivalent to that which would have been separated in the absence of the insurance policy or other comparable guarantee, which shall be made effective in the event of a self-imposed the entity's declaration of competition.

The procedure adopted by the entity shall be made public in a manner that is determined to be regulated and shall appear in the Special Register referred to in Article 6.5 of this Law.

2. If an institution makes a fraction of the funds referred to in the preceding paragraph to future payment transactions, and the remainder is used for services other than payment services, that fraction of the funds allocated to the payment service shall be Future payment transactions shall also be subject to the requirements set out in paragraph 1 of this Article. Where such a fraction is variable or is not known in advance, this paragraph shall be applied on the basis of a hypothesis about the representative fraction to be used for payment services, provided that the representative fraction may be subject, to the satisfaction of the Bank of Spain, of a reasonable estimate from historical data.

Article 11. Exercise of the right of establishment and freedom to provide services.

1. Where a Spanish payment institution intends to provide payment services for the first time in another Member State of the European Union, either by the establishment of a branch or under the freedom to provide services, it shall communicate this prior to the Banco de España.

The communication will accompany at least the following information:

(a) A programme of activities indicating, in particular, the operations of Article 1.2 which it intends to carry out and, where appropriate, the structure of the branch organisation and its foreseeable address; and,

b) The name and career path of the managers responsible for the branch.

Within the maximum period of one month from the receipt of such communication, the Banco de España shall communicate to the competent authorities of the host State:

a) The name and address of the payment entity;

b) The names of the persons responsible for the management of the branch, as well as its organisational structure and its foreseeable direction; and,

c) The type of payment services to be provided.

2. Payment institutions authorised in another Member State of the European Union, which have not received, in whole or in part, the derogations permitted by Article 26 of Directive 2007/64, may provide in Spain either by opening the a branch, either under the freedom to provide services, the payment services referred to in Article 1.2.

The opening in Spain of branches of payment institutions authorised in another Member State of the European Union shall not require prior authorisation, or specific allocation of resources.

Received by the Banco de España a communication from the supervisory authority of the payment institution, containing at least the information provided for in paragraph 1 above, and complying with the other requirements which it regulates determine, the branch will be registered in the corresponding Special Register of Payment Entities, at the time from which the branch will be able to start its activities in Spain.

Payment institutions authorised in another Member State of the European Union may initiate their activities under the freedom to provide services in Spain as soon as the Banco de España receives a communication from its authority. Supervisor indicating which activities they intend to carry out in Spain. This scheme shall also apply where the payment institution intends to initiate for the first time in Spain any other activity referred to in Article 1.2.

3. The method of proceeding shall be determined in the event that the payment institution intends to make changes that would change the information communicated to the Banco de España.

4. The entities referred to in paragraph 2 shall respect in the exercise of their activity in Spain the provisions laid down for reasons of general interest, whether they are state, regional or local.

5. In respect of the provision of cross-border payment services by credit institutions, the provisions of Title V of Law No 26/1988 shall apply.

6. The provision of payment services in third countries, including through the creation or acquisition of subsidiaries, shall be subject, in the terms that are regulated, to the prior authorisation of the Banco de España.

7. The above paragraphs shall be without prejudice to the powers conferred on the supervisory authorities by Law 19/1993 of 28 December 1993 on certain measures for the prevention of money laundering and its provisions for the development of and without prejudice to the provisions of Regulation (EC) No 1781/2006 of the European Parliament and of the Council of 15 November 2006 on information on the payer accompanying transfers of funds.

Article 12. Use of agents and delegation of the provision of functions of payment institutions.

1. Regulations shall lay down the requirements to be met by those acting as agents of the payment institutions and the conditions to which they are subject in the course of their business.

2. In the same way, the conditions under which payment institutions may delegate the provision of operational functions related to payment services shall be laid down.

Article 13. Record keeping.

Payment institutions shall keep all necessary documents for the purposes of this Title for at least five years, without prejudice to the provisions of Law 19/1993 of 28 December on certain measures of prevention of money laundering and its development provisions, as well as other applicable Community or national provisions.

Article 14. Accounting and auditing.

1. The Minister for Economic Affairs and Finance is empowered to establish and amend the accounting standards and the models to which the annual accounts of the payment institutions are to be held, providing the frequency and detail with which the data shall be supplied to the administrative authorities responsible for their control and shall be made public in general by the payment institutions themselves. In the exercise of this power, for which the Banco de España may be enabled, there will be no more restrictions than the requirement that the advertising criteria be homogeneous for all payment institutions.

2. Payment institutions shall submit their annual accounts to the audit of accounts as provided for in Article 1.2 of Law 19/1988 of 12 July of Audit of Accounts, in accordance with the provisions of their Additional Provision.

3. The provisions of the First Final Disposition of Law 19/1988 shall apply to the auditors of the payment institutions. The obligation to inform the Bank of Spain shall be referred to therein.

4. Payment institutions carrying out other economic activities other than the provision of payment services shall report separately in the memory of the annual accounts of the assets, liabilities, income and expenditure of the activity relating to the payment service. the payment services and ancillary or related activities to them, and the other activities not related to them.

Article 15. Monitoring.

1. The Bank of Spain shall be responsible for the control and inspection of payment institutions when they carry out the provision of payment services and their registration in the Register which shall be created for that purpose. The control and inspection shall be carried out within the framework of the provisions laid down in Article 43a of Law 26/1988 of 29 July 1988 on the discipline and intervention of credit institutions, with the adjustments to be determined. This competence shall be extended to any office, centre or agent within or outside the territory of Spain and, in so far as the fulfilment of the tasks entrusted to the Bank of Spain so requires, to the companies which are integrated into the affected.

For these purposes, the Banco de España may collect from the entities and persons subject to its supervision any information necessary to verify compliance with the regulations and discipline to which they are subject. In order to enable the Banco de España to obtain such information, or to confirm its veracity, the entities and persons mentioned are obliged to make available to the Bank how many books, records and documents it considers to be accurate, including computer programs, files, and databases, whatever their support, physical, or virtual.

You may also issue recommendations or guidelines as provided for in Article 10bis.1 (d) of Law 13/1985 of 25 May, of investment coefficients, own resources and information obligations of intermediaries. financial.

2. The Banco de España shall inform the competent authorities of the host Member State whenever it wishes to carry out on-site inspections in the territory of the host Member State.

The Banco de España may instruct the competent authorities of the host Member State to carry out on-site inspections at the institution concerned.

3. The Banco de España may, in the exercise of its own supervisory powers, in particular with regard to the proper functioning of the payment system, inspect the branches of payment institutions authorised in other Member States. of the European Union. It may also assume that the inspections carried out in respect of those branches have been entrusted to it by the supervisory authorities of the Member State in which the institution has been authorised.

All of the above is understood to be independent of the powers of the Banco de España itself or of other Spanish authorities responsible for the activity of the branch to be carried out in accordance with the rules of general interest applicable.

4. For the proper performance of its tasks, the Banco de España may collect from the branches of the Community payment institutions the same information as it requires from the Spanish authorities.

5. The supervision of the Banco de España may also reach the Spanish persons controlling payment institutions of other Member States of the European Union, within the framework of the collaboration with the authorities responsible for the supervision of those entities.

6. The decisions to be taken by the Bank of Spain in the performance of the tasks referred to in the preceding paragraphs shall be subject to appeal to the Minister for Economic Affairs and Finance.

7. The intervention and replacement measures provided for in Title III and Article 62 of Law 26/1988 of 29 July on Discipline and Intervention of Credit Institutions may be applied to payment institutions.

Article 16. Information and professional secrecy.

1. In the exercise of its supervisory and inspection tasks for payment institutions, the Banco de España shall cooperate with the authorities entrusted with similar tasks in other States and may communicate information relating to the payment institutions. the management, management and ownership of these entities, as well as those which may facilitate the supervision of the solvency of the entities and their supervision or serve to prevent, prosecute or punish irregular conduct; collaboration agreements.

Where the competent authorities do not belong to another Member State of the European Union, the supply of such information shall require that there be reciprocity and that the competent authorities are subject to duty. of professional secrecy under conditions which, at least, are comparable to those established by the Spanish laws.

In the event that the competent authorities belong to another Member State of the European Union, the Banco de España will provide interested parties, on their own initiative, with any information that is essential for the exercise of their its supervisory tasks, and, when requested, all relevant information for the same purpose.

2. It shall also apply, with the adjustments to be determined in accordance with the provisions of Article 6 of Royal Decree 1298/1986 of 28 June 1986 on the adjustment of the existing right of credit institutions to that of the European Communities, both for the purposes referred to in the previous paragraph and for the other effects referred to in the Article.

3. In addition, the Banco de España may exchange information that is relevant to the exercise of its respective competencies with:

(a) The European Central Bank and the national central banks of the Member States of the European Union, in their capacity as monetary and supervisory authorities, and, where appropriate, with other public authorities responsible for the monitoring of payment and settlement systems;

b) other relevant authorities designated under this Law, of the Organic Law 15/1999 of 13 December, of protection of personal data, of Law 19/1993, of 28 December, on certain measures of prevention of money laundering and its development provisions and other provisions of Community law applicable to payment service providers.

TITLE III

Transparency of the conditions and information requirements applicable to payment, resolution and modification of the framework contract

Article 17. Scope of application.

1. This Title shall apply to the individual payment transactions, the framework contracts and the payment transactions affected by those contracts.

2. Where the payment service user is not a consumer, the parties to the operations and contracts referred to in the preceding paragraph may agree that this Title and its development provisions shall not apply in whole or in part.

Article 18. Transparency of the conditions and reporting requirements applicable to payment services.

The payment service provider shall provide the payment service user, in a manner easily accessible to him, with all the information and conditions relating to the provision of the payment services which in the development of this Law are fixed. The Minister for Economic Affairs and Finance shall determine the information and other conditions applicable to single payment transactions and payment transactions governed by a framework contract, as well as the exceptions to the general scheme of information for the low-level payment instruments.

Article 19. Information expense.

1. The payment service provider may not charge the payment service user for the provision of information referred to in this Title and its development provisions.

2. The payment service provider and the payment service user may agree that charges may be charged for the communication of additional or more frequent information, or for the transmission of such information by means of communication other than those specified in the framework contract, provided that the information is provided at the request of the payment service user.

3. Where the payment service provider is able to charge the costs for information in accordance with paragraph 2, those costs shall be appropriate and in line with the costs actually incurred by the service provider of the payment service provider. payment.

Article 20. Load the test on the information requirements.

The burden of proof of compliance with the information requirements set out in this Title and its development provisions shall be borne by the payment service provider.

Article 21. Resolution of the framework contract.

1. The payment service user may terminate the framework contract at any time unless the parties have agreed to a notice. The notice period shall not exceed one month.

2. The resolution of a framework contract which has been concluded for an indefinite period or longer than 12 months shall be free of charge for the payment service user if it is effected after 12 months. In all other cases, the costs arising from the resolution shall be appropriate and shall be in line with the costs.

3. In order to be agreed in the framework contract, the payment service provider may terminate a framework contract concluded for an indefinite period if it gives a minimum notice of two months.

4. Of the costs incurred periodically by the payment services, the payment service user shall only pay the proportion due until the termination of the contract. Where such fees have been paid in advance, they shall be reimbursed in proportion.

5. The provisions of this Article shall be without prejudice to the provisions of the Civil Code on the rights of the parties to request the declaration of invalidity of the framework contract.

Article 22. Modification of the conditions of the framework contract.

1. The payment service provider shall propose any modification of the contractual terms and of the information and the conditions referred to in Article 18 on an individual basis and on paper or other durable medium, in the form of which is determined by the Minister for Economic Affairs and Finance, and not less than two months before the date on which the proposed amendment enters into force.

However, all those modifications that are unequivocally more favourable to payment service users may be applied immediately.

All proposed modifications should be clearly highlighted. Where agreed, the payment service provider shall inform the payment service user that it is appropriate to consider that it has accepted the modification of the conditions in question in the event of failure to communicate to the payment service provider its non-acceptance prior to the proposed date of entry into force. In this case, the payment service provider shall specify that the payment service user shall have the right to terminate the framework contract immediately and at no cost before the proposed date for the implementation of the amendments.

2. Changes in interest rates or exchange rates may be applied immediately and without prior notice, provided that this has been agreed in the framework contract and that the changes are based on agreed interest rates or benchmarks. The payment service user shall be informed of any modification of the interest rate as soon as possible, unless the parties have agreed on a specific frequency or a procedure for the communication or making available of the information. However, changes in interest rates or exchange rates that are more favourable to payment service users may be applied without prior notice.

3. Changes in interest rates or exchange rates used in payment transactions shall be applied and calculated in a neutral manner and shall not be discriminatory in respect of the users of payment services.

TITLE IV

Rights and obligations in relation to the provision and use of payment services

CHAPTER I

Common Provisions

Article 23. Exceptions.

1. Where the payment service user is not a consumer, the parties may agree that Articles 24.1, 25.1 last indent of the first paragraph, 30, 32, 33, 34, 37 and 45 of this Title shall not apply, in whole or in part.

2. In addition, payment service providers may agree with their payment service users that they do not apply for low-level payment instruments under the conditions to be determined in accordance with the rules laid down in the Title.

3. Where the payment service provider of the payer does not have the capacity to block the account or the payment instrument, the provisions of Articles 31 and 32 of this Law shall not apply, under the conditions which are laid down, electronic money, as defined in the second paragraph of Article 21 of Law 44/2002, of 22 November, of Measures of Reform of the Financial System.

4. In those operations where one of the payment service providers is not located in the European Union or in transactions carried out in currency other than the euro or in any other Member State, the transactions shall not apply to the euro. Articles 24.2 and 38.

Article 24. Applicable expenses.

1. The payment service provider may not charge the payment service user for the fulfilment of his reporting obligations or for the corrective or preventive measures referred to in this Title, unless otherwise agreed upon by the payment service provider. conformity with the provisions of Articles 19.2, 36.1, 37.5 and 44.2 thereof. In such cases, the costs shall be collected in the contract between the user and the payment service provider and shall be appropriate and in line with the costs actually incurred by the payment service provider.

2. In any provision of payment services which does not include a currency conversion, the beneficiary shall pay the costs charged by his payment service provider and the payer shall pay the costs charged by his payment service provider. Where the payment transaction includes a currency conversion, it shall be applied, unless otherwise agreed, equal to the criterion of distribution of expenditure.

However, in any payment transaction in which both payment service providers are in Spain and include a currency conversion, the beneficiary shall pay the costs charged by its payment service provider and the payer received by his payment service provider; the conversion costs, unless otherwise indicated by the parties, shall be satisfied by the person who demands it.

3. Any clause preventing the beneficiary of a payment order from requiring the payer to pay an additional fee or offering a reduction for the use of a specific payment instrument shall be void. In any event, any additional fees which may be imposed for the use of specific payment instruments shall not exceed the differential costs incurred by the beneficiary for the acceptance of such instruments.

Reglamentarily, limits may be established for the right to charge expenses, taking into account the need to promote competition and promote the use of efficient payment instruments.

Where, in the use of a particular payment instrument, payment of an additional fee is required or offers a reduction in its use, the payment service user shall be informed of this before the operation is carried out.

CHAPTER II

Authorization of payment operations

Article 25. Consent and withdrawal of consent.

1. Payment transactions shall be deemed to be authorised where the payer has given the consent for its execution. In the absence of such consent, the payment transaction shall be deemed to be unauthorised.

The payer and his payment service provider will agree on how the consent will be given as well as the notification procedure.

2. Consent may be granted prior to the execution of the transaction or, if it has been agreed upon, in accordance with the procedure and limits agreed between the payer and his payment service provider.

3. The payer may withdraw the consent at any time prior to the date of irrevocability referred to in Article 37. Where consent has been given for a series of payment transactions, its withdrawal shall mean that any future payment transaction covered by that consent shall be deemed not to be authorised.

Article 26. Limitations on the use of the payment instrument.

1. Where a specific payment instrument is used to notify the consent, the payer and the payment service provider may agree to set limits on the payment transactions executed through that instrument of payment. payment.

2. Provided that it has been agreed in the framework contract, the payment service provider may reserve the right to block the use of a payment instrument for objectively justified reasons relating to the security of the payment instrument. payment, the suspicion of unauthorised or fraudulent use of the same or, in case it is associated with a credit line, if its use could result in a significant increase in the risk that the payer may be unable to cope with his/her payment obligation.

3. In the cases provided for in the preceding paragraph, the payment service provider shall inform the payer, in the agreed form, of the blocking of the payment instrument and of the reasons therefor. If possible, this communication shall be produced on the basis of prior blocking and, if not, immediately thereafter, unless the communication of such information is compromised for objectively justified security reasons. or would be contrary to any other regulatory provision.

4. The payment service provider shall unlock the payment instrument or replace it with a new payment instrument once the reasons for blocking its use have ceased to exist. The foregoing shall be without prejudice to the right of the user to request the unblocking in such circumstances. The release of the payment instrument or its replacement by a new one will be performed at no cost to the payment service user.

Article 27. Obligations of the payment service user in relation to the payment instruments.

Payment services user enabled to use a payment instrument must meet the following obligations:

(a) use the payment instrument in accordance with the conditions governing its issuance and use, in particular as soon as it receives the payment instrument, the user shall take all reasonable steps to protect the custom security items from which you are provided; and

(b) in the event of loss, theft or unauthorised use of the payment instrument, without undue delay notifying the payment service provider or the entity designated by it, as soon as it becomes aware of this.

Article 28. Obligations of the payment service provider in relation to the payment instruments.

The payment service provider of a payment instrument will meet the following obligations:

(a) Ensure that the custom security elements of the payment instrument are only accessible to the payment service user who has the right to use that instrument. In particular, it shall bear the risks that may arise from sending to the payer both a payment instrument and any custom security element of the payment instrument.

(b) To refrain from sending payment instruments that have not been requested, except where a payment instrument has already been replaced by the payment service user.

This substitution may be motivated by the incorporation into the instrument of payment of new functionalities not expressly requested by the user, provided that in the framework contract such possibility and the substitution is performed free of charge for the client.

(c) Ensure that adequate and free means are available at all times to enable the payment service user to make the communication referred to in Article 27.b), or to request a release in accordance with the provisions of the provisions of Article 27 (1); in Article 26.4. In this respect, the payment service provider shall also provide, free of charge, to the user of such services, where required, means such as to enable him to prove that he has made such a communication, for the following 18 months. to the same, and

(d) Prevent any use of the payment instrument after the notification referred to in Article 27.b has been made.

Article 29. Notification of unauthorized operations or incorrectly executed payment operations.

1. Where the payment service user is aware that an unauthorised payment transaction has occurred or is incorrectly executed, the payment service user shall communicate the payment service without undue delay to the payment service provider in order to be able to obtain rectification from this.

2. Except in cases where the payment service provider has not provided or made available to the user the information relating to the payment transaction, the communication referred to in the preceding paragraph shall be produced. within a maximum of 13 months from the date of the debit or payment.

When the user is not a consumer, the parties may agree to a lower term than the one referred to in the preceding paragraph.

Article 30. Testing the authentication and execution of payment operations.

1. Where a payment service user denies having authorised a payment transaction already executed or claims that the payment transaction was executed incorrectly, it shall be for his payment service provider to demonstrate that the payment transaction was authenticated, recorded accurately and accounted for, and was not affected by a technical failure or any other deficiency.

2. For the purposes of the above paragraph, the registration by the service provider of the use of the payment instrument shall not necessarily be sufficient to demonstrate that the payment transaction was authorised by the payer or that the payment transaction was authorised by the payer. acted in a fraudulent manner or deliberately or through serious negligence, one or more of its obligations under Article 27.

Article 31. Liability of the payment service provider in case of unauthorised payment transactions.

Without prejudice to the provisions of Article 29 of this Law, and the damages to which there may be a place under the law applicable to the contract concluded between the payer and his supplier of payment services, in the event that an unauthorised payment transaction is executed, the payer's payment service provider shall immediately return the amount of the unauthorised transaction and, where appropriate, reset the payment account in which the payment service provider the amount has been due the state that would have existed if the payment transaction was not carried out authorized.

Article 32. Liability of the payer in case of unauthorised payment transactions.

1. By way of derogation from Article 31, the payer shall bear, up to a maximum of EUR 150, losses arising from unauthorised payment transactions resulting from the use of a missing or withdrawn payment instrument.

2. The payer shall bear the total loss incurred as a result of unauthorised payment transactions arising out of his or her fraudulent performance or of the gross negligence, deliberate or gross negligence, of one or more of his or her obligations pursuant to Article 27.

3. Except in the case of fraudulent action, the payer shall not bear any financial consequences for the use, after the notification referred to in Article 27.b), of an instrument for the loss or loss of payment.

4. If the payment service provider does not have adequate means to enable the loss or the removal of a payment instrument, as provided for in Article 28.1.c), to be notified at any time, the payer shall not be liable for the economic consequences arising from the use of that payment instrument, except where it has acted fraudulently.

Article 33. Return of payment operations initiated by or through a payee.

1. The payer shall be entitled to the refund by his payment service provider of the total amount corresponding to the authorised payment transactions, initiated by or through a beneficiary, which have been executed provided that the payment service provider is satisfy the following conditions:

a) When the authorization was given, it did not specify the exact amount of the payment operation, and

(b) This amount exceeds that which the payer could reasonably expect to take into account in his previous spending guidelines, the terms of his framework contract and the circumstances relevant to the case.

At the request of the payment service provider, the payer shall provide factual data concerning these conditions.

For the purposes of direct debits, the payer and his payment service provider may agree in the framework contract that the payer has the right to return his payment service provider, even if the payment service provider does not comply with the conditions for the return referred to above.

2. For the purposes of point (b) of paragraph 1, the payer may not invoke reasons related to the currency exchange when the agreed reference exchange rate with his payment service provider has been applied.

3. In any event, the payer and the payment service provider may agree in the framework contract that the payer does not have the right to return if he has directly transmitted his consent to the payment order to the payment service provider and always the information relating to the future payment transaction would have been provided or made available to it by the supplier or the beneficiary at least four weeks in advance of the planned date.

Article 34. Return requests for payment operations initiated by or through a payee.

1. The payer may request the refund referred to in Article 33 for an authorised payment transaction initiated by or through a beneficiary for a maximum period of eight weeks from the date of the debit of the funds. on your account.

2. Within 10 working days of receipt of a refund application, the payment service provider shall return the full amount of the payment transaction or justify its refusal to return, indicating in this case the payment service provider. complaint, judicial and extrajudicial procedures, at the user's disposal.

In the case of direct debits, such a refusal may not be made when the payer and his payment service provider have agreed in the contract that he has the right to obtain the refund, even in the case of the conditions laid down for this in Article 33.1 are not met.

CHAPTER III

Running a payment order

Section 1. Payment Orders and Amounts Transferred

Article 35. Receipt of payment orders.

1. The time of receipt of a payment order shall be the time when the payment order is received by the payer's payment service provider, irrespective of whether it has been transmitted directly by the payer or indirectly through the payer. beneficiary.

If the time of receipt is not a business day for the payer's payment service provider, the payment order shall be deemed to be received on the following business day. The payment service provider may establish, in the knowledge of the payer, a maximum time from which any payment order received shall be deemed to be received on the following business day.

2. If the payment service user who starts the payment order and his or her provider agree that the execution of the payment order begins on a specific date or at the end of a given period, or the day the payer has put funds into the provision of the payment service provider shall be deemed to be the time of receipt of the order for the purposes of Article 40. If this day is not a business day for the payment service provider, the payment order shall be deemed to be received on the following business day.

Article 36. Rejection of payment orders.

1. If the payment service provider rejects the execution of a payment order, it shall notify the payment service user of such refusal and, as far as possible, the reasons for the payment order, as well as the procedure for rectifying the possible errors of payment. made that they have been motivated, unless another rule prohibits such notification.

The notification shall be made or made accessible as soon as possible and, in any event, within the period of implementation referred to in Article 40.

The framework contract may contain a clause allowing the payment service provider to charge expenses for this notification when the refusal is objectively justified.

2. Where all the conditions laid down in the framework contract between the payer and his payment service provider are met, the payer may not refuse to execute an authorised payment order, irrespective of the fact that the payment order has been initiated either by the payer, either by a beneficiary or through the payer, unless a regulatory provision is prohibited.

3. For the purposes of Articles 40 and 45, payment orders whose execution has been rejected shall not be considered as received.

Article 37. Irrevocability of a payment order.

1. The payment service user may not revoke a payment order after being received by the payer's payment service provider, unless otherwise specified in this Article.

2. Where the payment transaction is initiated by or through the payee, the payer may not revoke the payment order once the payment order has been transmitted to the payee or his consent to the execution of the payment transaction. payment.

3. However, in cases of direct debit and without prejudice to the refund rights set out in this Law, the user may revoke a payment order no later than the end of the business day preceding the day agreed for the debit of the funds in the account of the payer.

4. In the case where the moment of receipt corresponds to a date previously agreed between the payment service user who initiates the order and his payment service provider, the payment order may be revoked at the latest by the end of the day. Prior to the agreed day.

5. After the time limits specified in paragraphs 1 to 4 above, the payment order may be revoked only if it has been agreed between the payment service user and his supplier. In the cases referred to in paragraphs 2 and 3 above, the agreement of the beneficiary shall also be required. If agreed in the framework contract, the payment service provider may charge fees for the revocation.

Article 38. Amounts transferred and amounts received.

1. As a general rule, the payment service provider of the payer, the payment service provider of the payee and all potential intermediaries involved in the payment transaction shall transfer the entire amount of the payment payment operation by refraining from deducting any expenditure from the transferred amount.

2. However, the beneficiary and its payment service provider may agree that the payment service provider shall deduct its own costs from the amount transferred before it is paid to the beneficiary. In this case, the total amount of the payment transaction, together with the expenses, will appear separately in the information provided to the payee by your payment service provider.

3. Except as provided for in the previous paragraph, the payer's payment service provider shall ensure that the beneficiary receives the total amount of payment transactions initiated by the payer. In the case of payment transactions initiated by the beneficiary or made through it, your payment service provider shall ensure that the total amount of the payment transaction is received.

Section 2. Run Time and Value Date

Article 39. Scope of application.

1. This Section shall apply to payment transactions made in euro, in which both payment service providers are located in the European Union.

2. The forecasts to be established shall also apply to the other payment transactions, unless otherwise agreed between the payment service user and his payment service provider. However, the provisions for the date of value of the payment in the payment account of the beneficiary and the availability of the funds, as well as for the date of the value of the charge in the payment account of the payer, shall be applied in any case.

Without prejudice to the foregoing, where the payment service user and his payment service provider agree to an execution period exceeding that provided for in Article 40, that time limit, in intra-Community payment transactions, shall not exceed four working days from the time of receipt of the order.

Article 40. Payment transactions to a payment account.

1. The payment service provider of the payer, after the time of receipt of the payment order in accordance with Article 35, shall ensure that the amount of the payment transaction is paid into the account of the payment service provider of the payer. beneficiary, at most at the end of the following business day. However, the deadline may be extended on a working day for payment transactions initiated on paper.

2. The payment service provider of the payee shall establish the date of value and availability of the amount of the payment transaction in the payee's payment account after receiving the funds in accordance with Article 43.

3. The payment service provider of the payee shall transmit a payment order initiated by the payee or through it to the payment service provider of the payer within the agreed time limits between the payee and his/her supplier of payment services. payment services, in such a way that, as regards direct debit and card transactions, it allows the payment to be carried out on the agreed date.

Article 41. Beneficiaries not holders of payment accounts in the payment service provider.

Where the payee is not the holder of a payment account in the payment service provider, the payment service provider receiving the funds to the payee shall make them available to the payee within the given time limit. in Article 40.

Article 42. Cash entered into a payment account.

When a consumer enters cash into a payment account in the currency of that payment account, he/she will be able to have the amount entered from the moment the income takes place. The value date of the income will be the date of the day on which it is performed.

Where the payment service user is not a consumer, it may be established that the amount entered is available at the latest on the working day following receipt of the funds. The same value date must be granted to the funds entered.

Article 43. Date of value and availability of funds.

1. The value date of the payment in the payee's payment account shall not be later than the business day when the amount of the payment transaction was paid into the account of the payment service provider of the beneficiary.

The payment service provider of the beneficiary shall ensure that the amount of the payment transaction is at the disposal of the beneficiary immediately after that amount has been paid into the account of the payee payment services of the beneficiary.

2. The value date of the charge in the payer's payment account will not be before the amount of the payment transaction is loaded into that account.

Section 3

Article 44. Incorrect unique identifiers.

1. When a payment order is executed in accordance with the unique identifier, it will be considered correctly executed in relation to the payee specified in that identifier.

2. If the unique identifier provided by the payment service user is incorrect, the provider will not be responsible for the non-execution or defective execution of the payment operation.

However, the payer's payment service provider will make reasonable efforts to recover funds from the payment transaction.

If agreed in the framework contract, the supplier may charge the payment service user for the recovery of the funds.

3. Where the payment service user provides additional information to that required by his/her supplier for the correct execution of the payment orders, the payment service provider shall be liable only for the purposes of its correct payment. performance, execution of payment operations in accordance with the unique identifier provided by the payment service user.

Article 45. Failed execution or execution.

1. In the case of payment orders initiated by the payer, his payment service provider shall be liable to that of the correct execution of the payment transaction until the time when the payment transaction is paid into the account of the payment service provider. payment services of the beneficiary. The payment service provider of the beneficiary shall be liable to the beneficiary for the proper execution of the operation.

In the case of non-executed or defective payment transactions, where the payer's payment service provider is liable in accordance with the provisions of the preceding paragraph, it shall return without undue delay. to the payer the amount corresponding to the transaction and, where applicable, the balance of the payment account shall be restored to the situation where the defective payment transaction would not have taken place.

Where the person responsible in accordance with the first subparagraph of this Article is the payment service provider of the beneficiary, the beneficiary shall immediately make available to the beneficiary the amount corresponding to the payment transaction, paying, where appropriate, the corresponding amount in the account of that payment.

In any event, where a payment order from the payer is not executed or is executed in a defective manner, the payer's payment service provider shall immediately seek to ascertain, upon request and independently of his or her liability in accordance with this paragraph, the data relating to the payment transaction and shall notify the payer of the results.

2. In the case of payment orders initiated by or through the payee, the payment service provider of the payee shall be responsible for the correct transmission of the payment order to the payer's payment service provider. In such cases, where the transaction is not executed or is executed in a defective manner, for reasons attributable to it, the payment service provider of the payee shall immediately reiterate the payment order to the payment service provider. payer.

In addition, the payment service provider of the beneficiary shall be liable to the beneficiary of the management of the payment transaction. In particular, it shall ensure that, once the amount corresponding to the payment transaction has been paid to its account, that amount is at the disposal of the beneficiary immediately after the payment has been made.

In the case of payment orders initiated by or through the payee, in which, as provided for in the preceding two paragraphs, the payment service provider of the beneficiary is not liable, the liability to the payer for payment transactions not executed or incorrectly executed shall be from the payer's payment service provider. In such cases, the payer's payment service provider shall, as appropriate and without undue delay, return to the payer the amount corresponding to the non-executed or defective payment transaction and restore the balance of the payment. payment account to the situation where it would have been if the operation had not taken place.

In any event, where a payment order from the beneficiary is not executed or is executed in a defective manner, the payment service provider of the beneficiary shall seek to ascertain immediately, upon request and independently of their liability under this paragraph, the data relating to the payment transaction and shall notify the beneficiary of the results.

Article 46. Additional compensation.

Without prejudice to any additional compensation which may be determined in accordance with the rules applicable to the contract concluded between the user and his/her supplier, each payment service provider shall be responsible for the to their respective user of all expenses which, in accordance with the provisions of Article 45, are of their responsibility, as well as of the interests which could have been applied to the user as a result of the non-execution or of the execution defective operations.

Article 47. Claim right.

In the event that the liability of a payment service provider under Article 45 is attributable to another payment service provider or an intermediary, it may be repeated against the provider or intermediary. responsible for any losses incurred, as well as the amounts paid. This is without prejudice to other additional compensation which may be established in accordance with the agreements concluded between the payment service provider and its intermediaries, and the legislation applicable to agreements concluded between the two parts.

Article 48. Absence of responsibility.

The liability established under Chapters II and III of this Title shall not apply in the case of exceptional and unforeseeable circumstances beyond the control of the party claiming to benefit from these circumstances, whose consequences would have been unavoidable in spite of all efforts to the contrary, or in the event that a payment service provider has other legal obligations.

CHAPTER IV

Data Protection

Article 49. Data protection.

1. The processing and disposal of the data related to the activities referred to in this Law are subject to the provisions of the Organic Law 15/1999 of 13 December on the Protection of Personal Data.

2. The consent of the data subject shall not be required for the processing by payment systems and payment service providers of the personal data necessary to ensure the prevention, investigation and discovery of fraud in payments.

Also, the subjects referred to in the preceding paragraph may exchange each other, without specifying the consent of the person concerned, the information necessary for the fulfilment of the aforementioned purposes.

3. In accordance with Article 5.5 of the Organic Law 15/1999, it shall not be necessary to inform the concerned about the processing and disposals of data referred to in the previous paragraph.

CHAPTER V

Extra-Judicial Claim Procedures for Dispute Resolution

Article 50. Extra-judicial complaint procedures.

1. Payment service providers in their relations with payment service users shall be subject to the mechanisms provided for in the legislation on the protection of the financial services customers and, in particular, to the provisions of the Article 29 of Law 44/2002, of 22 November, of measures to reform the financial system.

In cases where payment service users have the status of consumer in accordance with the recast of the General Law for the Defense of Consumers and Users and other complementary laws, approved by Royal Decree Legislative 1/2007 of 16 November, the parties may, when they so agree, turn to the consumer arbitration provided for in Royal Decree 231/2008 of 15 February 2008 governing the arbitration system for consumption.

2. The bodies provided for in the legislation on the protection of clients of financial services shall cooperate, in the case of cross-border disputes, with the competent bodies of the resolution of these conflicts at Community level.

TITLE V

Sanctioning Regime

Article 51. Sanctioning regime.

1. The payment institutions governed by Title II shall apply to them, with the adjustments to be determined in accordance with the rules laid down in Law No 26/1988 of 29 July 1988 on the discipline and intervention of the institutions of the credit, as well as the sanctioning procedure established for the subjects participating in the financial markets.

2. Such a scheme shall also apply to natural or legal persons who hold a significant share in a payment institution, as provided for in paragraph 3 of the following Article.

3. They shall be taken into account in the rules governing the management and discipline of the payment service providers referred to in Article 4 (1) (a), (b) and (c), the provisions contained in Titles I (with the exception of Article 5) and II of this Law, those provided for in Articles 18 and 19 of Title III, and Article 50. Their failure to comply will be sanctioned, as a serious infringement, provided that they are not occasional or isolated in character, as provided for in Law 26/1988.

4. The activities carried out by the agents and branches of payment service providers authorised in another Member State of the European Union which are contrary to the provisions of Titles III and IV shall be sanctioned in accordance with the provisions of the set out in this article.

Additional disposition. Arrangements applicable to debits or fertilisers corresponding to transactions other than those for payment.

The provisions of Article 43 shall apply to transactions other than those referred to in Article 1 (2), the credit or debit of which occurs in payment accounts or other accounts in the view held in institutions of credit.

In the case of checks or other operations subject to the suspension clause, the provisions of Article 43 shall apply only where the payment has been made to the payment service provider's account.

First transient disposition. Transitional arrangements for the time limit for the execution of certain payment transactions.

In relation to the period laid down in Article 40.1, until 1 January 2012, the payer and his payment service provider may agree to a period not exceeding three working days and, in the case of transactions originating and received in Spain, not more than two working days. However, the time limits indicated may be extended on a working day for payment transactions initiated on paper.

Second transient disposition. Transitional arrangements for those providing payment services.

1. The currency exchange establishments which would have been authorised for the management of transfers abroad before 25 December 2007 must obtain before 30 April 2011 the authorisation of the Minister for Economic Affairs and Finance for to be transformed into one of the entities referred to in Article 4.1 for the purposes of being able to continue to provide payment services in accordance with the provisions of this Law and its implementing provisions. Those entities which would not have obtained the authorisation on that date shall cease in the provision of payment services.

However, the conversion into payment institutions of currency exchange establishments which are authorised for the management of transfers abroad will not require prior authorisation if the payment is not requested. Extension of the social object and provided that it is accredited by the entity that meet the minimum requirements set out in this Law and its development provisions.

Applications for the creation of currency exchange establishments authorized for the management of foreign transfers that would have been submitted to the Banco de España prior to the date of entry into force of the This Law shall be dealt with in accordance with the rules in force at the time of application and shall be subject to the transitional arrangements provided for in this Provision.

2. Legal persons who, prior to 25 December 2007, have been carrying out their own activities, may continue the activities until 30 April 2011. After that date, the exercise of such activities shall be possible only if they have applied for and obtained authorisation as one of the entities referred to in Article 4.1. Those legal persons who have not obtained the said authorisation shall cease to provide payment services on the date referred to or in the month following notification of the refusal of authorisation.

Transitional provision third. Transitional arrangements for certain contracts.

1. The contracts which the credit institutions operating in Spain have subscribed to their customers, to the date of entry into force of this Law, for the regulation of the conditions under which the provision of the services of payment to which this Law relates, shall remain valid once it enters into force without prejudice to the application, from that time on, and in the event that the counterparty is a natural person, of the most favourable conditions for the client that can be derived from their rules.

2. Irrespective of the provisions of the preceding paragraph, the contracts referred to in that paragraph shall be adapted to the provisions of this Law within 12 months of their entry into force. This time limit will be 18 months for credit or debit card contracts. To this end, the institutions will forward to their clients, through the agreed means of communication, the contractual changes resulting from the application of this Law and its implementing regulations, so that they can give their consent to the changes introduced. This consent shall be deemed tacitly granted if, after three months from the date of receipt of the communication, the customer has not expressed his opposition to such changes. The same presumption shall apply if the customer requests, after one month from that receipt, a new service covered by the said contract; such circumstances, together with that referred to in the following subparagraph, shall be, preferably and highlighted, in the custom communication that the entity makes to the client.

When the customer shows his/her disagreement with the new conditions set, he/she will be able to resolve, at no cost, the contracts up to then in force.

3. The provisions of the preceding paragraphs shall also apply, in equal terms, to contracts which currency exchange establishments have subscribed to with their customers in order to regulate the management of transfers with the outside and the other legal persons who, before 25 December 2007, were involved in the activities of the payment institutions themselves.

4. Payment instruments, recurring orders and consents issued prior to the entry into force of this Act, including direct debits, shall remain valid and shall be understood in the agreed terms, including tacitly, with the user of the payment services, unless they are modified by the payment service user. This is without prejudice to the immediate application of the most favourable conditions which may arise for the user of the rules of this Law, provided that he is a natural person, and of the adaptation of the contracts provided for in the paragraph 2 of this Transitional Disposition.

Repeal provision. Regulatory repeal.

As many rules of the same or lower rank are repealed, they oppose the provisions of this Law and, in particular, Law 9/1999 of 12 April, which regulates the legal system of transfers between States. Member of the European Union.

Final disposition first. Enabling regulatory development.

The Government is empowered to dictate how many provisions are necessary for the development, implementation and enforcement of the provisions of this Law.

Final disposition second. Competitive titles.

This Law is issued in accordance with the provisions of Article 149.1.6., 11. and 13. of the Constitution.

Final disposition third. Amendment of Law 211/1964 of 24 December on the regulation of the issuance of obligations by companies that have not adopted the form of Anonymous, Associations or other legal persons and the constitution of the Union of Obligationists.

An additional provision is added to Law 211/1964 of 24 December on the regulation of the issuance of obligations by companies that have not adopted the form of Anonymous, Associations or other legal persons and the Constitution of the Union of Obligationists, with the following wording:

" Additional disposition.

This Law does not apply to the issuance of securities of public entities to which the State Debt regime is extended. "

Final disposition fourth. Amendment of Law 26/1988 of 29 July on the discipline and intervention of credit institutions.

New wording is given to points (e) and (f) of Article 52 of Law 26/1988 of 29 July on the discipline and intervention of credit institutions, in the following terms:

" e) Payment services, as defined in Article 1 of the Payment Services Act.

(f) the issue and management of other means of payment, such as credit cards, travel checks or bank cheques, where this activity is not covered by paragraph e). "

Final disposition fifth. Amendment of Law 19/1993 of 28 December on certain measures for the prevention of money laundering.

Two new letters k and l are added to Article 2.1 of Law 19/1993 of 28 December on certain measures for the prevention of money laundering, in the following terms:

" k. The payment entities.

l. Financial advisory firms. "

Final disposition sixth. Amendment of Law 3/1994 of 14 April, adapting the Spanish legislation on credit institutions to the second Banking Coordination Directive and introducing other amendments relating to the financial system.

A letter (f) is added to the first paragraph of the Additional Provision of Law 3/1994 of 14 April, adapting the Spanish legislation on credit institutions to the second coordination Directive banking and other changes relating to the financial system, with the following wording:

" (f) The other payment services as defined in Article 1 of the Payment Services Act, with the limitations that can be established in order to do so; in particular, the payment accounts that they open will be subject to the same conditions as are required for those of the payment institutions. '

Final disposition seventh. Amendment of Law 41/1999 of 12 November on payment systems and securities settlement systems

Law 41/1999 of 12 November on payment and securities settlement systems is amended as follows:

One. The second subparagraph of Article 2 (c) is reworded in the following terms:

" For these purposes, participants shall be understood to mean credit institutions as defined in Article 4 (1) (a) of Directive 2006 /48/EC and investment firms as defined in point 1 of the first subparagraph of Article 4 (1) of Directive 2006 /48/EC. Article 4 (1) of Directive 2004 /39/EC, authorised to operate in the European Economic Area, the Public Treasury and the equivalent bodies of the Autonomous Communities, and the public sector entities of those listed in the Article 3 of Regulation (EC) No 3603/93 of 13 December 1993 laying down definitions for the application of the prohibitions referred to in Article 104 and Article 104b (1) of the Treaty and any undertaking whose main administration is finds outside the European Union and whose functions correspond to those of credit institutions or investment firms of the European Union, which are accepted as members of the system, in accordance with the regulatory rules of the system and are responsible for taking financial obligations arising from its operation. "

Two. Article 8 (a) is deleted as regards the Spanish systems recognised and the relationship between the systems, which is now between points (a) and (i), is being reordered.

Three. Article 17 (1), (2) and (3) are amended as follows:

" 1. The management of the National System of Electronic Compensation will be assumed by an anonymous company that will be turned under the social name of "Sociedad Española de Sistemas de Pago, Sociedad Anonima".

Such a company shall act under the principle of financial equilibrium and shall have exclusive object:

(a) Facilitate the exchange, clearing and settlement of transfer orders of funds between participants as defined in Article 2 (c) of this Law, whatever the types of documents, instruments for the payment or transfer of funds that motivate the aforementioned transfer orders.

b) Facilitate the distribution, collection and treatment of means of payment to credit institutions.

(c) Provide additional technical and operational services or accessories to the activities referred to in (a) and (b) above, as well as any other required for the Company to collaborate and coordinate its activities in the the scope of payment systems.

d) The others entrusted to it by the Government, prior to the Bank of Spain report.

The Company may participate in the other systems governed by this Law, without it being able to assume risks other than those derived from the activity that constitutes its exclusive object. The Minister of Economy and Finance, prior to the Bank of Spain's report, will establish those financial intermediation activities that society can perform and that are necessary for the development of its functions.

In the context of its social object, the company may establish with other bodies or entities that develop analogous functions, within or outside the national territory, the relationships it deems appropriate for the best development of the functions that they are responsible for, and assume the management of other systems, or similar purpose services, other than the National System of Electronic Compensation.

2. The company shall lay down the basic rules for the operation of the systems it manages, including the system of accession to them, the conditions governing the orders placed on those systems and the time when they are to be understood. accepted, as well as the procedures for clearing them and the means of covering the obligations of the participants. The Bank of Spain, taking into account the risks involved in the processing and settlement of payments, may set limits on the amount of the transfer orders of funds which may be issued through a particular system, establishing, where appropriate, the appropriate channels for the same. The company may accept, administer and execute the guarantees to constitute, where appropriate, the systems it manages, to keep records of the operations and guarantees and, in general, to carry out all acts of disposal and administration. necessary or suitable for its best operation.

3. The supervision of the company will be exercised by the Banco de España, which it will be responsible to authorize, prior to its adoption by the corresponding organs of the society, the social statutes and its modifications, as well as the norms the basic functioning of the systems and services it manages. In the case of the basic rules concerning the ancillary services or accessories referred to in paragraph 1 (c), and the other instructions governing the operation of the systems and services managed by the Company, the they must be communicated to the Banco de España as soon as possible after their adoption, and may enter into force after the deadline to be determined by the Banco de España, without having shown their opposition. "

Final disposition octave. Amendment of Royal Decree-Law 5/2005 of 11 March 2005 on urgent reforms to boost productivity and improve public procurement.

A second paragraph is added in Article 16 (2) of Royal Decree-Law 5/2005 of 11 March 2005 on urgent reforms to boost productivity and improve public procurement in the following areas: terms:

" In the event of a contest, as long as the contractual compensation agreement is maintained, the provisions of the first paragraph of Article 61.2 of the Insolvency Law will apply. If the agreement is resolved after the declaration of competition, the provisions of Article 62.4 of the Law on Bankruptcy shall apply. "

Final disposition ninth. Amendment of Law 22/2007 of 11 July 2007 on the distance marketing of financial services for consumers.

Law 22/2007 of 11 July 2007 on the distance marketing of financial services for consumers is amended as follows:

One. A new paragraph is added to Article 8 with the following literal wording:

" Where the Payment Services Act is applicable, the provisions on information contained in Article 7.1 of this Law, with the exception of the provisions of paragraph 2 (c) to (g), shall be Article 18 (3) (a), (b) and (e) and the provisions of paragraph 4 (b) shall be replaced by the provisions laid down in Article 18 (transparency of the conditions and information requirements applicable to payment services) of the Law of payment services and their development provisions, in the terms that are established there. "

Two. Article 12 is repealed.

Final disposition tenth. Incorporation of European Union law.

By this Law, Directive 2007 /64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market, amending the Directives 97 /7/EC, 2002 /65/EC, 2005 /60/EC and 2006 /48/EC repealing Directive 97 /5/EC.

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this law.

Madrid, 13 November 2009.

JOHN CARLOS R.

The President of the Government,

JOSE LUIS RODRIGUEZ ZAPATERO