Executive Summary
- Consumers in the overseas app's Irish programme have redemption and payment-service claims against the e-money issuer. Ending its agreement with the app does not extinguish those obligations. The issuer remains responsible for outsourced e-money and payment functions. The app can also owe customers performance under a separate service contract or incur liability through its own conduct. (European Communities (Electronic Money) Regulations 2011, S.I. No. 183/2011, regs. 22(4)(b), 24 and 52.)
- A 30-day commercial notice does not supply the notice required for ordinary provider termination of these indefinite consumer payment contracts. An agreed provider termination right requires at least two months' notice on paper or another durable medium. Customers may choose an earlier voluntary exit; separate legal restrictions can prevent particular transactions. (European Union (Payment Services) Regulations 2018, S.I. No. 6/2018, regs. 75 and 79.)
- The selected customer balance is redeemable e-money. Its protection depends on the issuer's safeguarding arrangements and the customer's enforceable claim. Deposit insurance does not cover that e-money claim merely because a bank holds the safeguarded cash. A bank deposit and funds held by a payment institution require separate product analysis. (Directive 2009/110/EC, arts. 2(2), 6 and 7; Directive 2014/49/EU, arts. 2, 5–7.)
- Migrate customers through accepted replacement contracts and authorised redemption and transfer, followed by new issuance against money actually received. Preserve the old issuer's responsibility for unresolved balances and historic payments. A programme agreement or copied ledger alone cannot supply the customer's payment consent or erase redemption rights. (Directive (EU) 2015/2366, art. 64; S.I. No. 183/2011, regs. 52–55; Consumer Rights Act 2022, s. 133 and sch. 5, pt. 1, para. 17.)
- Reuse reliable identification evidence where lawful, while requiring the replacement to make its own acceptance and risk decisions. Irish third-party reliance has conditions and leaves responsibility with the new provider. Portability under the General Data Protection Regulation (GDPR) does not transfer contracts, money or every compliance record. (Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, s. 40; Regulation (EU) 2016/679, art. 20.)
- Negotiate continuing service, independently accessible records, funded transition assistance and rights throughout the processor chain before launch. The Digital Operational Resilience Act (DORA) requires defined technical exit protections, but those duties do not give an unlicensed app authority over customer funds. If the issuer cannot establish entitlements or execute lawful transfers, maintain a supervised recovery and wind-down process instead of presenting an unfunded migration as complete. (Regulation (EU) 2022/2554, arts. 28–30; S.I. No. 183/2011, regs. 22, 24 and 29.)
The Irish e-money programme and the customer claim
The recommended launch uses the direct provider contract in variant A. Each Irish resident consumer contracts with the Irish EMI for an indefinite euro payment account and redeemable e-money. The wallet permits payments of that issued value to other individually contracted holders, who voluntarily accept it as payment. A recipient can spend the received e-money again or redeem it. The account also supports ordinary electronic credit transfers and standing orders within the Single Euro Payments Area (SEPA). Each customer has an international bank account number (IBAN). The structure excludes cash withdrawal, credit, interest, crypto-assets and a separate app-issued monetary claim.
Customers transfer money directly into the issuer's designated collection and safeguarding arrangements. The EMI records each holder's entitlement in its own ledger and safeguards the corresponding funds in a segregated account at a separate EU bank. The app receives its revenue share separately from the programme's earned revenue. Customer principal never enters the app's operating account.
The issuer contracts directly with the processor and know-your-customer (KYC) vendor. The app supplies the interface, onboarding screens and first-line support under the issuer's instructions. It cannot select a different payee, release a compliance hold, approve a customer independently or use customer money. The EMI controls admission, authentication requirements, payment decisions and the authoritative records. These are proposed operating constraints for this structure, beyond the commercial description of the service.
Electronic money is stored monetary value representing a claim against its issuer, issued upon receipt of funds for payments and accepted by another person. Here, the parties agree to issuance of that separate monetary asset, and other wallet holders accept it in payment. Outward SEPA transfers use redemption and payment execution. In ABC Projektai, the Court of Justice distinguished e-money issuance from merely crediting and holding funds in a payment account. A displayed balance, an IBAN or the absence of an immediate payment order cannot settle that classification. (Directive 2009/110/EC, art. 2(2); Case C-661/22, ABC Projektai, EU:C:2024:148, paras. 43–49.)
An EMI can provide payment services alongside issuance. A payment institution (PI) cannot issue e-money under its payment authorisation alone, even where it lawfully holds funds for future payments. The third-party acceptance feature therefore matters to the selected product and its redemption rights. (Directive 2009/110/EC, arts. 6 and 10; Directive (EU) 2015/2366, arts. 4(12) and 18; Case C-661/22, ABC Projektai, EU:C:2024:148, paras. 43–49.)
Banking as a service describes the commercial arrangement. The permissions attach to the entities and activities specified in the legislation. A credit institution can undertake authorised deposit business; an EMI supplies e-money issuance and its permitted payment services; a PI supplies its authorised payment services. None gives the app a transferable permission to conduct a different regulated business. (Directive 2013/36/EU, arts. 8–9; Directive 2009/110/EC, arts. 1–3 and 6; Directive (EU) 2015/2366, arts. 1 and 11.)
The app as contractor distributor or payment agent
Variant A can keep the app within technical support when its actual conduct follows the proposed limits. The revised Payment Services Directive (PSD2) excludes technical support only where the supplier never possesses the transferred funds. The exclusion expressly leaves payment initiation and account information services outside it. An app offering its own service that initiates orders at another provider needs that activity assessed even if it never touches money. Branding, onboarding screens and a revenue share do not decide that question. (Directive (EU) 2015/2366, arts. 3(j), 4(15)–(19) and annex I; S.I. No. 6/2018, reg. 4(1)(j).)
A distributor and a payment agent perform different functions. Irish rules permit an EMI to distribute or redeem e-money through a distributor or agent. They prohibit issuance through a distributor, agent or another entity acting on its behalf. If the app provides payment services on the EMI's behalf, it must satisfy the agent route, including entry in the register before starting. Calling the app a distributor cannot cover independent execution or initiation services that it actually supplies. (Directive 2009/110/EC, art. 3(4)–(5); S.I. No. 183/2011, regs. 20, 21(3) and 22A.)
The processor and KYC vendor can supply outsourced operations without becoming the customer's issuer or payment provider. Their actual tasks still matter. A vendor accepting payment-service obligations in its own name needs a separate permission analysis. For the selected programme, defects in onboarding, processing or support can impair compliance or service continuity, so the issuer should treat the relevant arrangements as important operational outsourcing. It must retain control and customer responsibility. (S.I. No. 183/2011, regs. 22(2)–(4) and 24.)
Variant B adds an app contract for an additional service, here a budgeting and support subscription. The EMI still owes the money claim and its payment obligations; the app owes the additional promised service. Both contracts and the screens should identify which entity supplies each service, the fees, complaint routes and termination effects. If the app instead promises its own redeemable stored value or undertakes payment services as principal, the conduct requires authorisation analysis under the e-money definition and payment-service categories. A separate subscription does not settle that classification. (S.I. No. 6/2018, regs. 75–76; Directive 2009/110/EC, arts. 2(2) and 10; Directive (EU) 2015/2366, art. 4(3) and annex I.)
In variant C, receipt of customer funds defeats the technical exclusion. Discretion over recipients, timing or payment instructions can also make the app a provider of the relevant payment service. Receipt does not invariably require a separate EMI authorisation: a properly constituted payment agent or permitted distributor can perform its authorised role for the issuer. The group needs its own EU authorisation where it conducts the regulated activity as principal without an applicable exclusion. The narrow commercial-agent exclusion concerns negotiating or concluding sales for only the payer or only the payee; programme marketing alone does not satisfy it. (Directive (EU) 2015/2366, arts. 3(b), 3(j), 11 and 19; Directive 2009/110/EC, arts. 3 and 10.)
Receipt and onward payment alone do not establish that regulated activity. In Betaal Garant Nederland, the Court of Justice excluded a particular construction guarantee service that received security deposits and used bank transfers. The judgment turned on the actual service and payment-account relationships; it creates no general exemption for app-held balances. The app's promised service, customer accounts and instruction powers still require assessment against the payment-service categories. (Case C-51/25, Betaal Garant Nederland, EU:C:2026:590, paras. 36–41, 46 and 52–53.)
Licentium's payment and e-money licensing service describes activity assessment and preparation for an authorisation application. For this programme, that assessment must use the actual fund flows and instruction rights before the group selects the contractor or agent route.
Irish implementation and further EU expansion
Irish law supplies the enforceable national payment and e-money rules for the chosen launch. The principal instruments are S.I. No. 6/2018 and S.I. No. 183/2011, as amended. The Central Bank of Ireland (CBI) supervises the EMI. The current Consumer Protection Regulations apply to payment and e-money activities through their expressly restricted scope; importing every requirement from the wider Consumer Protection Code would overstate the duties. (S.I. No. 183/2011, regs. 4 and 58–59; Central Bank (Supervision and Enforcement) Act 2013 (Section 48) (Consumer Protection) Regulations 2025, S.I. No. 81/2025, reg. 9.)
Expansion beyond Ireland requires the relevant cross-border notifications and agent or branch arrangements. An Irish contract choice does not deprive targeted consumers of mandatory protections in their habitual-residence state. Qualifying consumers generally retain the ability to sue their contracting provider in the courts of their domicile. The overseas app's separate consumer contract needs the same attention to applicable law and jurisdiction. (S.I. No. 183/2011, reg. 26; Regulation (EC) No. 593/2008, art. 6; Regulation (EU) No. 1215/2012, arts. 17–19.)
Provider termination and the 30-day notice
The issuer cannot use its 30-day programme notice as the ordinary closure notice for these indefinite consumer payment contracts. Where the contract permits provider termination, Irish regulation 79(5) requires at least two months' notice in the prescribed durable form. An earlier expiry of the commercial agreement leaves the issuer responsible for its continuing customer duties. It therefore needs arrangements that preserve customer access, payment handling and redemption after the app interface closes. A direct provider portal and contact channel should support those duties. (S.I. No. 6/2018, regs. 75 and 79(5); S.I. No. 183/2011, regs. 22(4)(b), 24 and 52.)
Customers may voluntarily move sooner. Their agreed notice period for terminating a payment contract cannot exceed one month, and redemption is available on request. A willing customer can accept a prepared replacement and authorise the necessary payment without waiting for the issuer's ordinary closure date. Silence should not be treated as approval of a new issuer and a transfer of liabilities. Irish consumer law presumes unfair a term permitting transfer of the trader's rights and obligations where it may reduce consumer guarantees without agreement. (S.I. No. 6/2018, reg. 79(1)–(4); S.I. No. 183/2011, reg. 52; Consumer Rights Act 2022, s. 133 and sch. 5, pt. 1, para. 17.)
The two-month rule does not authorise unlawful payments or remove separate grounds under applicable law for treating a contract as unenforceable or void. Security restrictions and binding legal prohibitions require their own justification. An ordinary programme exit alone does not establish those grounds. The issuer must communicate the actual service restrictions and lawful next steps without suggesting every account may close after 30 days. (S.I. No. 6/2018, regs. 79(7), 92 and 103.)
Customer balances and the correct protection regime
The EMI must redeem the monetary value of the holder's e-money at par, at any time on request. Its contract must prominently explain redemption conditions. Before termination, the holder may request all or part. Where redemption is requested on termination or up to one year afterwards, the issuer must redeem the total monetary value held. Fees are permitted only in specified, disclosed circumstances and must reflect proportionate actual costs. The one-year distinction does not make unredeemed principal expire. (S.I. No. 183/2011, regs. 52–55.)
For the chosen segregated arrangement, e-money funds must remain separate from noncustomer funds. Funds still held by the end of the next business day after receipt require the prescribed safeguarding account or permitted secure assets. That rule concerns funds not yet delivered to the payee or transferred to another EMI. This programme uses a segregated bank account. Irish regulation 29(4) bars recourse by the issuer's listed insolvency officeholders and creditors against properly safeguarded funds until holders' proper claims are satisfied. The 2025 payment-services amendment also extends regulation 17 expressly to EMIs. Require daily reconciliation of individual liabilities against the bank and processor records so that the issuer can demonstrate compliance. (S.I. No. 183/2011, reg. 29; S.I. No. 6/2018, reg. 17, as amended by S.I. No. 169/2025, reg. 4.)
Safeguarding creates protection for identified funds; it does not guarantee immediate cash access through an outage or fill a missing pool. Recovery still requires accurate entitlement records, available assets and a person legally able to administer them. If the bank holding the pool fails, any deposit-guarantee entitlement depends on the account, eligible beneficiaries and the applicable law. The EMI's failure alone does not trigger that bank's deposit guarantee scheme. (S.I. No. 183/2011, reg. 29(4); Directive 2014/49/EU, arts. 2(1)(8), 5(1)(d) and 7(3).)
The bank variant produces a different result if the customer really holds an eligible bank deposit. The bank owes repayment under the deposit contract, and deposit-guarantee coverage ordinarily aggregates eligible deposits up to EUR 100,000 per depositor at the same bank. Several app brands using that bank do not create separate limits. A PI payment-account balance is a further category: the PI must safeguard relevant payment funds, but its permission does not turn them into a bank deposit or authorise e-money issuance. (Directive 2014/49/EU, arts. 2(1)(3), 6(1) and 7(1), (9); Directive (EU) 2015/2366, arts. 10 and 18(2)–(3); Directive 2009/110/EC, art. 10.)
The 2026 deposit-guarantee amendment introduces specific protection for eligible clients' segregated funds deposits at banks. Its general national application date is 11 May 2028. That future protection cannot be used to promise present coverage of this e-money balance. (Directive (EU) 2026/804, arts. 1(9) and 3(1).)
Pending payments disputed balances and frozen accounts
The issuer must classify every open item by its legal and processing status. An instruction saved in the app may never have reached the issuer. A received order, an agreed future-dated instruction and a settled payment have different consequences. The reconciliation file should record the customer's consent, receipt time, unique transaction reference, settlement evidence, fee, value date and any rejection or cancellation. (S.I. No. 6/2018, regs. 88 and 102–104.)
For an ordinary electronic euro transfer within the applicable EU scope, the payer's provider must ordinarily deliver the amount to the payee's provider by the end of the following business day after receipt. It cannot refuse an authorised order satisfying the contract merely because the commercial relationship is ending, unless law prohibits execution. A lawful refusal requires prompt notice, reasons where possible and a correction route, subject to disclosure restrictions. These ordinary-transfer timings should not be copied onto an instant-payment product. (Directive (EU) 2015/2366, arts. 78–79, 82(1)(a) and 83(1).)
The old issuer should finish or lawfully resolve its received queue. Orders generally become irrevocable upon receipt; agreed future-dated orders can ordinarily be revoked by the end of the preceding business day. Later cancellation requires the applicable agreements. The replacement should accept fresh instructions only after cancellation or final status is established. Replaying an uncertain queue risks paying the same beneficiary twice. (Directive (EU) 2015/2366, art. 80(1), (4)–(5).)
For a nonexecuted or defective payer-initiated payment, the payer's provider bears execution responsibility unless it proves the payee's provider received the amount within the applicable execution deadline. Where liable, it must refund without undue delay and restore the account as required. It must also make immediate, free tracing efforts on request regardless of that allocation. A late payment may require corrected value dating and attributable charges or interest; it does not automatically establish every claimed consequential loss. (Directive (EU) 2015/2366, arts. 89(1), (3) and 91.)
A disputed balance requires transaction-level investigation. An unauthorised debit ordinarily requires immediate refund, no later than the end of the next business day after awareness or notification. The statutory exception requires reasonable fraud suspicion communicated in writing to the relevant authority; the payer's own fraud and prescribed loss-allocation rules also matter. A general migration backlog is not that exception. (S.I. No. 6/2018, regs. 97–98.)
The issuer bears the prescribed burden of proving authentication, accurate recording and freedom from relevant technical deficiency. Unavailable records therefore affect more than customer convenience. The ordinary notification limits, including the 13-month outer limit, do not apply where required transaction information was not provided or made available. Missing records still do not establish every balance asserted by a customer. The issuer must reconstruct the evidence and decide each claim without erasing disputed entitlements from the exit ledger. (S.I. No. 6/2018, regs. 95–96.)
A payment-instrument security block needs the agreed objective grounds. The provider must give the prescribed notice unless the security or legal exception applies, and unblock or replace the instrument when those grounds cease. Anti-money laundering (AML) restrictions, sanctions freezes and court orders require separate treatment according to the legal measure concerned. Changing the provider cannot itself release frozen funds. Any movement must comply with the applicable restriction and any required authorisation, including the terms of a lawful derogation permitting release. (S.I. No. 6/2018, reg. 92; Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, ss. 33 and 42; Council Regulation (EU) No. 269/2014, arts. 2 and 4.)
Keep frozen and disputed amounts under an identified responsible provider or legally appointed officeholder until lawful resolution. Release a separately established available amount only when the applicable hold permits it. The exit record should contain the authority for each restriction, review owner and permitted disclosure. Protected suspicious-transaction material requires restricted handling; support staff and a replacement provider do not automatically receive every report. (Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, ss. 49–51; S.I. No. 183/2011, regs. 29 and 52.)
Complaints notices and transaction history
The EMI remains the customer's complaint counterparty for its regulated obligations. The app can receive and investigate complaints under an agreed process, but customers need direct access to the issuer. Payment complaints concerning rights under Parts 3 and 4 of the Payment Services Regulations normally require a response within 15 business days. The response must address all points raised. Exceptional delay beyond the provider's control requires an interim explanation and a final response within 35 business days. Consumers also have a statutory Financial Services and Pensions Ombudsman route for e-money disputes, including redemption. The provider-first procedure applies subject to the Ombudsman's statutory exceptions. (S.I. No. 6/2018, regs. 124–125; S.I. No. 183/2011, reg. 66; Financial Services and Pensions Ombudsman Act 2017, ss. 29(3) and 54.)
Send customers a durable notice identifying the legal provider, affected services, effective dates, available and restricted balances, and how to redeem or accept the replacement. Explain new account details, payment cutoffs, complaints and continued access to old statements. An in-app banner alone is inadequate where the information cannot be retained and reproduced unchanged. Existing duties include access to contractual information and periodic transaction information that customers can store. (S.I. No. 6/2018, regs. 75–79 and 81–82.)
The Consumer Protection Regulations also address required information personally addressed to a consumer and supplied only through systems requiring provider-granted access. The provider must give at least 15 working days' notice before withdrawing access to those systems or that information. It must tell customers they can download, print or otherwise retain it. The separate payment-contract notice remains necessary. A sudden outage calls for restoration and alternative access rather than a retrospective warning. (S.I. No. 81/2025, regs. 9 and 42, as amended by S.I. No. 111/2026.)
Account migration through redemption and new issuance
The recommended migration uses a second Irish authorised EMI with the necessary services and operational capacity. Its product must provide the agreed issuance and holder-acceptance features. Each customer accepts its terms and passes its acceptance process. The customer separately authorises the old issuer to redeem and transfer the reconciled available balance directly to the new provider. The replacement issues the corresponding e-money upon receipt. The app coordinates the process without taking possession or acquiring independent payment discretion. (S.I. No. 183/2011, regs. 20 and 52; S.I. No. 6/2018, reg. 88; Directive 2009/110/EC, art. 2(2).)
The new online account agreement carries the applicable 14-day cancellation right, running from the later of conclusion and receipt of the required terms and information. Missing information can extend that period. The replacement must provide the statutory online cancellation function and applicable reminders. A request to begin an initial transfer does not itself fully perform the continuing account agreement or extinguish that right. Charges for service requested during the cancellation period must meet the statutory conditions. (Consumer Rights Act 2022, ss. 115A and 125C–125G, inserted by S.I. No. 309/2026, regs. 6–7; S.I. No. 81/2025, regs. 9 and 43.)
The migration record must connect the old holder identity and closing ledger entry to the authorised transfer, bank settlement and new issuance. At the outset, the customer has a claim against the old EMI and the backing funds sit in its safeguarding arrangement. During transfer, the old issuer retains its applicable execution and refund duties; its ledger debit alone does not prove successful payment. After receipt and issuance, the customer holds the new e-money claim, backed through the replacement's safeguarding arrangement. Old disputed payments and complaints remain with the responsible old provider unless separately and validly transferred or discharged. (S.I. No. 183/2011, regs. 24, 29 and 52; Directive (EU) 2015/2366, arts. 83 and 89.)
Plan for new IBANs. The providers must demonstrate any proposed identifier continuity through the relevant account and payment arrangements. Customer authorisation to switch a qualifying payment account covers specified assistance with records, recurring payments, the positive balance and closure. It does not provide a general entitlement to retain an IBAN. The EU procedure itself contemplates communicating the new account details to payers and payees. (Directive 2014/92/EU, arts. 9–11.)
Irish statutory switching has a defined product scope: a consumer account used primarily for daily transactions that permits funds placement, cash withdrawal, and payment execution and receipt. The selected wallet excludes cash withdrawal, so its exit must work through contractual redemption and new issuance. For a qualifying account, the domestic Switching Code covers same-currency switching between providers located in Ireland. Separate rules provide assistance with opening an account in another Member State. Customer authorisation and the applicable procedure still govern each switch. (European Union (Payment Accounts) Regulations 2016, S.I. No. 482/2016, regs. 2 and 9–10.)
Recreate standing orders with the customer's valid authority and agreed start date after the old orders are cancelled or otherwise resolved. The providers must also map wallet beneficiaries: a recipient who remains with the old EMI cannot automatically receive the replacement's e-money. Resolve the old instruction or obtain authority for a supported external payment route. If the product later adds direct debits or cards, mandates, creditor notifications, tokens, authorisation holds and later presentments need their own migration arrangements. Credentials and mandates cannot be treated as transferable merely because the app keeps the same brand. (Directive (EU) 2015/2366, arts. 64, 79–80 and 97; Directive 2009/110/EC, art. 2(2).)
Customer due diligence and lawful data transfer
The replacement can reuse evidence without accepting the old issuer's decisions as its own. EU law permits qualifying third-party reliance for specified identification, beneficial-ownership and relationship-purpose checks; ultimate responsibility remains with the relying institution. Irish section 40 requires an eligible third party, the necessary arrangement and access to underlying documents. Its definition excludes some institutions that qualify only through foreign-exchange or payment services. A KYC software vendor is not an eligible reliance party merely because it processed the first onboarding. (Directive (EU) 2015/849, arts. 25–29; Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, s. 40.)
The new EMI must assess whether the evidence is authentic, current, complete and usable for its own obligations. It must fill gaps, resolve relevant politically exposed person checks, assess customer risk and perform ongoing monitoring. Full identity verification need not always start again where lawful reliance works. Where the old records are inaccessible or the reliance conditions fail, the replacement must perform the required checks before proceeding. A commercial deadline cannot substitute for that decision. (Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, ss. 30B(1), 33, 35, 37 and 40.)
The EMI is controller for the purposes and decisions it determines about its customer, payment and AML records. The app can be its processor for instructed onboarding and support while acting as a separate controller for its own marketing or additional service. Jointly determined purposes and means require joint-controller treatment. The processor and KYC vendor need the same functional assessment; the word processor in a payments contract does not establish a GDPR role. (Regulation (EU) 2016/679, arts. 4(7)–(8), 26 and 28(10).)
Each disclosure and new use needs its own lawful basis, necessary data fields and appropriate notices. Accepting the new financial contract, authorising a payment and consenting to optional marketing are distinct acts. The old issuer should provide a controlled copy for the replacement's lawful purposes while retaining records required for its own obligations. Where overseas recipients access the files, the parties must also meet the applicable international-transfer requirements. Sensitive identification material needs the additional safeguards its content requires. (Regulation (EU) 2016/679, arts. 5–6, 9–10, 13–14 and 44–49.)
GDPR article 20 covers qualifying personal data supplied by the individual, processed automatically on consent or contract. Direct transmission depends on technical feasibility and protection of others' rights. It does not transfer the monetary claim, payment mandate or contract. It also does not give the app a general right to obtain internal AML assessments, suspicious-transaction reports or all fraud intelligence. Those records require their own disclosure analysis. (Regulation (EU) 2016/679, art. 20; Directive (EU) 2015/849, arts. 39 and 41.)
The record schedule must use the correct retention clocks. Irish AML identification records generally remain for at least five years after the later of the last service and last transaction. Transaction records have their own completion or discontinuance trigger, with lawful extensions in defined cases. Consumer-protection transaction records require six years after completion or discontinuance. Other relevant consumer records require six years after the provider ceases all financial services to that consumer. The processing contract must require return or deletion of personal data at the controller's choice after service ends, unless Union or Member State law requires storage. Closing the app must leave accessible evidence for complaints, reconciliation and lawful requests. (Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, s. 55; S.I. No. 81/2025, regs. 9 and 117–118; Regulation (EU) 2016/679, art. 28(3)(g).)
The contracts needed before launch
The app should negotiate a funded exit schedule with the EMI before accepting customers. For this programme, the recommended commercial term is at least 120 days' ordinary termination notice, together with continuing service long enough to complete lawful customer closure or migration. The 120 days is a proposed contractual period. Immediate suspension should be tied to defined legal, security or serious-breach grounds, with continued redemption, records and complaint support wherever lawful. The parties must allocate the cost of that remaining work. (S.I. No. 183/2011, regs. 22, 24 and 52; S.I. No. 6/2018, reg. 79.)
Attach the approved customer terms, provider disclosures, fund-flow map and responsibility schedule. Identify the legal holder of every collection, settlement and safeguarding account. Require bank acknowledgements consistent with safeguarding, daily reconciliation, exception escalation and an independent way to compare customer liabilities with available assets. Programme fees, app revenue share and transition costs need their own funding; they must not be paid by reducing protected customer entitlements without a lawful basis. (S.I. No. 183/2011, reg. 29; S.I. No. 6/2018, reg. 17, as amended.)
Allocate losses from erroneous or duplicated transfers, safeguarding defects and failed record delivery through defined contractual remedies and indemnities. Agree liability caps, claim procedures, governing law and an enforceable dispute forum without reducing protected customer rights. Payment providers cannot derogate from the Irish payment rules to users' detriment except where those rules permit it. A commercial indemnity also needs a solvent counterparty and does not fund the customer's statutory refund by itself. (S.I. No. 6/2018, regs. 115 and 137; S.I. No. 183/2011, regs. 22(4)(b) and 24.)
The exit schedule should specify export fields, formats and delivery times for the ledger, payment queue, statements, consent evidence, KYC files and complaints. Include reconciliation identifiers, timestamps, settlement confirmations, correction histories and restricted hold codes. Test restoration from an independently accessible copy. Source-code escrow alone will not supply a current ledger, access credentials, operating knowledge or permission to execute payments. The agreement must identify what is deposited, who may access it and how it can be used lawfully. (Regulation (EU) 2022/2554, arts. 28(8), 29(2) and 30(2)(d).)
DORA imposes obligations on the EMI's information and communication technology (ICT) arrangements, including the app's relevant technical services. Contracts require accessible data recovery and return following termination or vendor failure, incident assistance and defined termination terms. Services supporting critical or important functions require measurable service levels, appropriate access and audit rights, and an adequate transition period with continued service. Exit plans for those functions must be documented, tested and reviewed, with alternative arrangements and contingency measures. (Regulation (EU) 2022/2554, arts. 28(8) and 30(2)–(3).)
These protections principally govern the regulated institution's relationship with its ICT suppliers. They do not automatically give the app rights against the EMI's processor, safeguarding bank or KYC contractor. Obtain direct undertakings or other enforceable arrangements for authorised successor access, continued servicing, data licences and cooperation. Any step-in right must identify a legally permitted operator and remain subject to insolvency law, regulatory decisions, sanctions and third-party rights. It cannot permit the app to exercise an EMI's authorisation or seize its safeguarding account. (Regulation (EU) 2022/2554, arts. 28(1)(a), 29(2) and 30; S.I. No. 183/2011, regs. 20 and 29.)
Specify incident severity, restoration targets, escalation contacts and who can direct the processor. Contract for a tested successor connection and compare shared dependencies: two brands can still depend on the same bank or processor. Preserve access for regulatory and customer claims after termination, with transition fees priced in advance and disputes over programme invoices kept separate from essential customer records. The CBI's outsourcing guidance expects workable, tested exits and transfer assistance; it is supervisory guidance rather than a replacement for legislation. (Central Bank of Ireland, Cross-Industry Guidance on Outsourcing, December 2021, pt. A, §5; pt. B, §§7.2–7.3 and 9.1.)
Licentium's payment processor selection guide provides a related procurement checklist for termination terms, records, pending cases and supplier dependencies. The programme agreement should convert the selected requirements into enforceable obligations across the actual supply chain.
The exit playbook for a planned termination
The EMI should lead the response, with an accountable executive, finance lead, compliance officer and operational transition lead. On receipt of the 30-day notice, stop new enrolment into the closing programme and preserve evidence. Secure a written continuation arrangement or the issuer's direct servicing channel. Agree which commercial service ends on day 30 and how existing customers remain served until their individual obligations are resolved. The app should not promise a completed migration before the receiving provider accepts the work. (S.I. No. 183/2011, regs. 22 and 24; S.I. No. 6/2018, reg. 79.)
Before invitations, the replacement must have the correct permission, accepted product scope, working processor arrangements, safeguarding accounts and tested records access. The issuer should reconcile cash and liabilities and classify customers by readiness. An ordinary available balance, a disputed transaction, a frozen account and a customer declining the replacement need different treatment. Preserve incoming-payment handling and a route for late returns; a cutoff must not cause the same money to disappear from both ledgers. (S.I. No. 183/2011, regs. 29 and 52; Directive (EU) 2015/2366, arts. 83 and 89.)
Send the required durable notices and offer a genuine choice between the prepared replacement and redemption to another eligible destination. Obtain fresh contractual acceptance and the required payment authority. Complete the replacement's due diligence and reconcile a limited first group before wider transfer. Each completed migration needs evidence of valid instructions, old-ledger treatment, actual settlement, new issuance and customer confirmation. Retain a procedure to stop further transfers when discrepancies appear. (S.I. No. 6/2018, regs. 75–79 and 88; S.I. No. 183/2011, reg. 52; Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, s. 40.)
Maintain a separate residual population for customers who cannot migrate, decline, do not respond or retain unresolved claims. The old EMI must continue lawful redemption and complaints handling through its remaining channel. Close an account only after the necessary transactions and closure conditions are met; preserve a documented route for unredeemed money and later corrections. A balance must not become app revenue because the customer missed a campaign deadline. (S.I. No. 183/2011, regs. 52–55 and 66; S.I. No. 6/2018, regs. 79 and 124–125.)
Notify the CBI through the routes applicable to business changes, outsourcing, safeguarding changes and the proposed wind-down. Irish EMI outsourcing requires notice at least 30 days before commencement. Changes concerning outsourced entities require notification without undue delay; material changes to safeguarding information require advance written notice. DORA adds notification duties for planned critical or important ICT arrangements. The CBI also expects notification of relevant outsourcing terminations. These requirements have separate triggers and do not establish that every necessary approval has been obtained. (S.I. No. 183/2011, regs. 18, 22(1), 22A(2) and 31; Regulation (EU) 2022/2554, art. 28(3); Central Bank of Ireland, Cross-Industry Guidance on Outsourcing, December 2021, §10.1.1(f).)
Obtain any prior approval for a material business change required by the issuer's authorisation conditions. The CBI expects early engagement supported by a board-approved risk assessment, adequate resources and a proposed timetable. That condition-based approval question requires separate treatment from a statutory duty simply to notify changed information. (S.I. No. 183/2011, reg. 18; Central Bank of Ireland, Payments and E-Money Newsletter, July 2026, pp. 3–4.)
An abrupt outage or insolvency
An outage requires immediate evidence preservation and payment-state control. Suspend submission of orders that cannot be confirmed, obtain the issuer's incident assessment and use the contracted bank and processor records to reconcile. A timeout must remain unresolved until evidence establishes success or failure. The EMI should activate its alternate customer channel and explain affected services, safe payment actions and how customers can reach support. (Regulation (EU) 2022/2554, arts. 11–12 and 19; S.I. No. 6/2018, regs. 102–104.)
The EMI must assess whether the event meets DORA's major-incident reporting criteria and notify the CBI accordingly. The DORA incident chapter also applies to relevant operational or security payment incidents. Where a major incident affects customers' financial interests, the institution must inform them without undue delay. A personal-data breach requires a separate GDPR assessment, including the 72-hour supervisory notification rule where applicable. (Regulation (EU) 2022/2554, arts. 19 and 23; Regulation (EU) 2016/679, arts. 33–34.)
The issuer cannot establish a statutory liability exemption merely by calling the outage force majeure. The payment rule requires abnormal, unforeseeable circumstances beyond its control whose consequences were unavoidable despite all contrary efforts, or another binding legal obligation. A deficient outsourced recovery plan may undermine that defence. The provider's actual obligation and available remedy still require analysis for the affected transaction. (Directive (EU) 2015/2366, arts. 20, 89 and 93.)
If the issuer becomes insolvent or loses the ability lawfully to operate, private transition rights may be constrained by the officeholder's powers and regulatory measures. Preserve the customer register, bank evidence and claim records, and work through the person legally responsible for the estate or safeguarded funds. A replacement may open separately funded accounts after its checks, but it must not credit inaccessible old balances as though settlement occurred. Customer communications must distinguish that new service from recovery of money still owed by the old issuer. (S.I. No. 183/2011, regs. 27, 29(4) and 52.)
Migrate only when the destination is authorised and ready, customer authority is valid, due diligence is satisfied, records reconcile and funds can lawfully settle. If any condition fails for a customer, use the issuer's orderly redemption route or the applicable recovery process. For the selected structure, that combination preserves a viable transition for ready customers and an identified route for the remainder. An unconditional promise to move everyone within 30 days would lack the necessary legal and operational conditions. (S.I. No. 183/2011, regs. 29 and 52–55; S.I. No. 6/2018, regs. 79 and 88; Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, ss. 33 and 40.)
The adverse case created by the app's own conduct
The strongest adverse case changes the operative facts. The app receives customer principal into its own operating account, promises repayment in its own name and decides when money is sent. The EMI treats the app as its sole corporate customer, and the underlying consumers are not established as holders of the EMI's issued value. The displayed balances may then represent app debts for money that never entered the intended safeguarding arrangement. (Directive 2009/110/EC, art. 2(2); S.I. No. 183/2011, regs. 29 and 52.)
On those facts, the technical exclusion fails and the app may have provided an unauthorised payment or e-money service. Consumers can be left trying to prove their contract or the app's authority to act for the EMI before recovering money. App misconduct does not release the EMI from liabilities it actually incurred, including responsibility for its own agents or outsourced functions. It does expose why the provider's corporate balance is insufficient evidence of each consumer's protected claim. (S.I. No. 6/2018, regs. 4(1)(j), 6 and 126; S.I. No. 183/2011, regs. 6, 24, 52 and 68.)
The proposed launch should proceed only with a direct and enforceable issuer claim, provider-controlled payment decisions, customer funds outside the app and tested continuity rights. Any proposed receipt of money or independent payment discretion requires a fresh activity assessment before launch. Distribution or redemption must stay within the permitted distributor role; payment services on the issuer's behalf require the registered-agent route. The group needs its own permission for regulated activity conducted as principal without an applicable exclusion. Replacing the partner while retaining an unauthorised activity would reproduce the defect in the next programme. (S.I. No. 183/2011, regs. 20–24; Directive (EU) 2015/2366, arts. 3(j), 11 and 19.)