Terms and Conditions
Last Updated: February 2024
Terms and Conditions – Trustist Payments Limited
These terms and conditions apply to all Trustist
Payments Limited (‘us’, ‘our’, ‘TrustistTransfer’, ‘TrustistEcommerce’)
users (‘you’, ‘your’).
You are entering into a contract with Trustist Payments Limited
(a wholly owned subsidiary of Trustist Limited).
Trustist Payments Limited provides services under the
trading names of “TrustistTransfer” and “TrustistEcommerce”
(“Platform”, “Platforms”, “Trustist”).
Trustist Payments Limited provides a service to
facilitate Open Banking from a third party (“End-User”) through our platform.
“End-User” means the individual seeking to make a payment via the Platform via
code or link generated for them by the Merchant.
These Terms of Use apply to any use of Trustist’s Services in accordance with clause 1.0 below.
For the purpose of these Terms of Use, reference to use of “our service” or
“the service” or “Trustist’s services” (“Services”)
shall refer to the service mentioned in accordance with clause 1 of these Terms
of Use.
Please read these Terms of Use carefully before you
start to use our Services. By using our Services, you are indicating that you
have read these Terms of Use and agree to be bound by them. If you do not agree
with all of these Terms of Use, you are not permitted to access or use the
services provided through the software associated with our services.
Our agreement gives you a license to use our software as
agreed.
Any reference to “Third Party Services” means the
relationship between our Merchants and the End-User.
- HOW
OUR SERVICE WORKS
1.1.
Trustist
will provide the following services:
1.2.
The Platform
allowing the End-User to make a purchase from the Merchant via mobile phones.
1.3.
Through the
platform, the Merchant will then be informed of the completion of the payment
initiation services after such information is received from End-User’s bank.
1.4.
Invoicing, settlement and any other services
as offered by Trustist Payments Limited and used by the Merchant.
1.5.
Dashboard or
report of invoices and payments initiated on Platform and their status.
1.6.
It is the
merchant’s responsibility to ensure the funds have arrived into their nominated
bank account.
1.7.
The process of the End-User making payment to
the Merchant as laid out in the following flow:
1.7.1.
Merchant
inputs pricing onto mobile screen
1.7.2.
End-User
scans QR code
1.7.3.
End-User is
prompted to open the link on their phone
1.7.4.
End-User
selects bank
1.7.5.
End-User
makes payment via Open Banking with details of the amount auto-filled
1.7.6.
Merchant
receives confirmation of payment received via mobile screen
- PRICING
AND BILLING
2.1.
Merchants
sign up to our service with charges as agreed in writing with Trustist Payments
Limited.
2.2.
Integration with accounting apps. Our Xero
integration is charged at the rate agreed with you.
2.3.
Payment is
billed monthly in arrears and charged via Direct Debit.
2.4.
In the event
that your volume of transactions means that you use virtual IBANs for the
collection of payments, fees will be taken from your settled payments, with the
remainder settled net to you on a frequency to be determined with Trustist
Payments Limited.
2.5.
We reserve
the right to change the price of our service from time to time; however, any
price changes will take effect no earlier than 30 days following notice to you.
- CHARGEBACKS,
DISPUTES AND REFUNDS
3.1.
In the event
of a chargeback or dispute, Trustist Payments Limited reserves the right to
claim the amount of the disputed transaction from the Merchant.
3.2.
In the event
of a chargeback or dispute, Trustist Payments Limited reserves the right to
claim from the Merchant any fee incurred by the chargeback.
3.3.
Any amounts
claimed will be confirmed in writing and charged by increasing the subsequent
monthly fee by the amount owed inclusive of any fees applicable.
3.3.1.
Should the
chargeback then be challenged successfully, any amounts claimed may be returned
to the Merchant, either fully or in part.
3.3.2.
Any refund
of fees is at the sole discretion of Trustist Payments Limited, but will not be
unreasonably withheld.
3.4.
In the event
of a chargeback or dispute, Trustist Payments Limited will work with the
Merchant to obtain relevant evidence of the legitimacy of the payment and
challenge the dispute on behalf of the Merchant.
3.4.1.
Merchants
should take care to ensure all relevant documentation is being gathered when
payments are taken. This may include receipts, proof of customer communications
or shipping and delivery notes.
- CANCELLATION
AND TERMINATION
4.1.
Termination.
We may terminate or suspend access to your use of our services or your ability
to access our Platform in whole or in part, at our sole discretion, for any or
no reason, and without notice or liability of any kind. Any such termination or
suspension could prevent you from accessing our services, our Platform and/or
any other related information.
- OUR
SERVICE AGREEMENTS
5.1.
These terms
and conditions are subject to the following service agreement between:
5.2.
Token GmbH,
a company registered in Germany under number 217765 b (“Supplier EEA”);
5.3.
Token.io
Ltd., a company registered in England and Wales under number 10143662
(“Supplier UK”);
5.4.
Trustist
Ltd, a parent company of Trustist Payments Limited (hereinafter referred to as
the “Client”)
5.5.
Supplier UK
is authorised by the UK’s Financial Conduct Authority to provide Payment
Initiation Services (PIS) and Account Information Services (AIS). The Client
and Supplier enter into this agreement so that End Users whose Account
Servicing Payment Service Provider (ASPSP) is located in the UK may use PIS or
AIS.
- MISCELLANEOUS
6.1.
Governing
Law. These Terms of Use shall be governed by and construed in accordance with
the laws of England and Wales.
6.2.
Unsolicited
Materials. Trustist Payments Limited does not accept unsolicited materials or
ideas for Platform content and is not responsible for the similarity of any of
its content or programming in any media to materials or ideas transmitted to
Trustist Payments Limited.
6.3.
Merchant
Support. To find more information about our service and its features or if you
need assistance with your account, please contact
customerservice@trustisttransfer.com.
6.4.
Changes to
Terms of Use. Trustist Payments Limited may, from time to time, change these
Terms of Use. We will notify you at least 30 days before such changes apply to
you.
6.5.
Electronic
Communications. We will send you information relating to your account (e.g.,
payment authorisations, invoices, changes in password or Payment Method,
confirmation messages, notices) in electronic form only, for example via emails
to your email address provided during registration.
- INSURANCE
7.1.
At all times
during any period that you use the service and for a period of six months after
termination, you shall maintain in force, with a reputable insurance company,
public liability insurance at an amount not less than £1,000,000 to cover the
liability that may arise under or in connection with the Third Party Services
provided to Merchant and shall produce to us on request both the insurance
certificate giving details of cover and the receipt for the current year’s
premium in respect of each insurance.
- COMPLAINTS
8.1.
You agree
that if the End-User raises any form of complaint relating to Third Party
Services, we will have no interaction or involvement with any such complaints
made. All complaints must be dealt with by you directly with the End-User in
accordance with the Merchant’s own complaints procedure.
8.2.
If following
the complaints procedure or at any other such time as the End User may
reasonably demand, a refund is required from the Merchant to the End-User as a
result of the Third Party Supplier’s failure or omission to provide the Third
Party Services or failure or omission to provide them to the standards
advertised on the Platform or any other reasonable standards in the industry,
the Third-Party Supplier will be under an obligation to refund any such part of
the Payment the Merchant as necessary to settle the complaint where reasonable.
8.3.
To the
extent by all applicable laws we will not be liable for any complaints raised
as a result of the provision or failure to provide the Third-Party Services.
8.4.
Any
complaints relating to Trustist Payments Limited products and services should
be sent directly to Head Office via email at
customerservice@trustisttransfer.com.
- COMPLIANCE
WITH LAWS AND POLICIES
9.1.
In
performing your obligations to the Merchant in respect of the Third Party
Services you shall comply with all applicable laws, statutes, regulations and
codes from time to time in force.
- INTELLECTUAL
PROPERTY
10.1.
The
trademarks, copyright, database rights and other intellectual property rights
in the Platforms and in the information, content, material or data that we
display on the Platform belong to us or our licensors and all such rights are
reserved. You must not use such information or copyright material unless you
have written permission from us to do so.
10.2.
You may
temporarily print, copy, download or store extracts of information, content,
material or data displayed on the Platforms for your own personal,
non-commercial use, provided you do not otherwise breach these Terms of Use.
- OUR
LIABILITY
11.1.
PLEASE READ THIS SECTION CAREFULLY. THIS
SECTION LIMITS TRUSTIST PAYMENTS LIMITED’S LIABILITY TO YOU FOR ISSUES THAT MAY
ARISE IN CONNECTION WITH YOUR USE OF OUR SERVICES. IF YOU DO NOT UNDERSTAND THE
TERMS IN THIS SECTION OR ELSEWHERE IN THESE TERMS OF USE, PLEASE CONSULT A
LAWYER FOR CLARIFICATION BEFORE ACCESSING OR USING OUR SERVICES OR PLATFORMS.
11.2.
To the
fullest extent permissible by law, we exclude and disclaim all warranties,
terms, conditions and representations that might otherwise be implied by law in
relation to our services. In particular, we do not represent or warrant that
our services will be error-free, free of viruses or other harmful components,
or that defects will be corrected. You must take your own precautions in this
respect. In any event, we will not be liable for any loss or damage caused by a
distributed denial-of-service attack, viruses or other technologically harmful
material that may infect your computer equipment, computer programs, data or
other proprietary material due to your use of our services.
11.3.
We do not
accept liability for any failure to maintain the services and/or late or failed
delivery of any information, images, and other content displayed on the
Platforms.
11.4.
To the full
extent permitted by the law we do not accept liability for any loss or damage,
whether in contract, tort (including negligence), breach of statutory duty, or
otherwise, even if foreseeable, arising or in connection with use of, or
inability to use our services or use or reliance on any content displayed on
our Platforms.
11.5.
We do not
accept any liability for the following types of loss, even if the loss is
foreseeable: loss of income or revenue, loss of business, loss of profits, loss
of anticipated savings, loss of data or waste of management or office time.
11.6.
The
information, images, and other content displayed on the Platforms may contain
inaccuracies and typographical errors. We do not warrant the accuracy or
completeness of the information, images, and other content displayed on the
Platforms.
11.7.
If defective
digital content that we have supplied damages a device or digital content
belonging to you and this is caused by our failure to use reasonable care and
skill, we will either repair the damage or pay you compensation. However, we
will not be liable for damage that you could have avoided by following our
advice to apply an update offered to you free of charge or for damage caused by
you failing to follow installation instructions correctly, or to have in place
the minimum system requirements advised by us.
11.8.
We shall not
be liable for any loss caused as a result of your actions or inactions based on
the information, images, and other content displayed on the Platforms. However,
nothing in these Terms of Use shall affect your statutory rights, and nothing
in these Terms of Use shall exclude our liability for death or personal injury
arising through negligence, for fraud or fraudulent misrepresentation and/or
anything else that cannot be excluded or limited by us under English law.
11.9.
We will not
be liable in any way to you or any third party for any loss or damage, whether
in contract, tort, (including negligence), breach of statutory duty, or
otherwise, even if foreseeable, arising under or in connection with the Third
Party Services provided to the Customer by you.
- YOUR
LIABILITY
12.1.
You agree to
defend and indemnify Trustist Payments Limited and all of their respective
officers, directors, employees and agents from and against any claims, causes
of action, demands, suits, proceedings, investigations, losses, damages, fines,
penalties, fees, expenses, costs and any other liabilities of any kind or
nature including but not limited to reasonable legal and accounting fees,
arising out of or related to:
12.1.1.
your breach
of these Terms of Use or the documents referenced herein;
12.1.2.
your
violation of any law, rule, regulation or guideline;
12.1.3.
your
violation, infringement or misappropriation of the rights of a third party,
including without limitation any rights of publicity or privacy;
12.1.4.
your use of
Our Services;
12.1.5.
your Listing
or provision of Third Party Services to Merchant; or
12.1.6.
your
negligence or wilful misconduct;
12.1.7.
any claims
or complaints made by a Merchant or any other third party in respect of the
Third Party Services provided by you
- SEVERANCE
13.1.
If any
provision or part-provision of this Terms of Use is or becomes invalid, illegal
or unenforceable, it shall be deemed deleted, but that shall not affect the
validity and enforceability of the rest of this agreement.
- FORCE
MAJEURE
14.1.
We shall not
be in breach of this Terms of Use nor liable for delay in performing, or
failure to perform, any of its obligations under this Terms of Use if such
delay or failure result from events, circumstances or causes beyond its
reasonable control.
- NO
PARTNERSHIP OR AGENCY
15.1.
You agree
that no joint venture, agency, partnership, or employment relationship exists
between you and Trustist Payments Limited as a result of these Terms of Use or
use of Our Services.
- ENTIRE
AGREEMENT
16.1.
These Terms
of Use (and any other terms and conditions referenced herein) constitute the
entire agreement between you and Trustist Payments Limited with respect to our
Services and it supersedes all prior or contemporaneous communications and
proposals, whether electronic, oral, or written, between you and Trustist
Payments Limited with respect to our Services.
- GOVERNING
LAW
17.1.
These Terms
of Use and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims)
shall be governed by and interpreted in accordance with the law of England and
Wales.
- JURISDICTION
18.1.
Each party
irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection
with this agreement or its subject matter or formation (including
non-contractual disputes or claims).
- CONFIDENTIALITY
19.1.
Definition
of Confidential Information. “Confidential Information” refers to any
information disclosed by one party (“Disclosing Party”) to the other party
(“Receiving Party”) which is marked as confidential or would normally be
considered confidential information under the circumstances. Confidential
Information includes, but is not limited to, customer data, customer lists,
financial information, trade secrets, and proprietary business information.
19.2.
Protection
of Confidential Information. The Receiving Party shall hold the Disclosing
Party’s Confidential Information in strict confidence and shall use a
reasonable degree of care to protect the confidentiality of such information.
The Receiving Party shall (and shall procure that its employees, contractors,
or agents who have a need to know, shall do the same) exercise in relation
thereto no lesser security measures and degree of care than those which the
Receiving Party applies to its own confidential information which it warrants
as providing adequate protection against unauthorised disclosure, copying or
use. All physical Confidential
Information and copies thereof shall be returned to the Disclosing Party within
45 days of receipt of a written request from the Disclosing Party except for
copies which have been incorporated within the Receiving Party’s permanent
confidential company records.
19.3.
Limitations:
The Receiving Party shall
19.3.1.
not divulge
the Disclosing Party’s Confidential Information, in whole or in part, to any
third party;
19.3.2.
use the same
only for the Purpose;
19.3.3.
make no
commercial use of the same or any part thereof without the prior written
consent of the Disclosing Party;
19.3.4.
not disclose
the fact of the Purpose to any third party.
19.4.
Disclosure
Required by Law. The Receiving Party may disclose Confidential Information if
legally compelled to do so pursuant to a subpoena, court order, or government
authority demand. In such situations, the Receiving Party will promptly notify
the Disclosing Party prior to disclosure so that the Disclosing Party may seek
a protective order or other remedy.
19.5.
Obligations
Continue After Termination. The confidentiality obligations under this section
shall continue to apply following termination of these Terms for a period of 2
years.
19.6.
Remedies for
Breach. Any breach of the confidentiality requirements would result in
irreparable harm to the Disclosing Party for which damages would not adequately
compensate. Therefore, the Disclosing Party will be entitled to seek equitable
relief to protect its interests in the event of a breach or threatened breach
of confidentiality.
- OUR
COMPANY
20.1.
You may
contact us at the following address:
Trustist Payments Limited
Blake House, 66 Bootham
York
YO30 7BZ
