Terms and Conditions

Terms and Conditions – Trustist Payments Limited

These terms and conditions apply to all Trustist Payments Limited (‘us’, ‘our’, ‘we’, ‘TrustistTransfer’, ‘TrustistEcommerce’) users (‘you’, ‘your’, ‘Merchant’, ‘Merchants’).

PARTIES

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”).

 

PRODUCTS

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. Upon request and approval, Trustist Payments Limited also provides a service to facilitate Card Payments from a third party (“End-User”) through our platform

TERMS OF USE

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.

  1. OUR SERVICE

Trustist will provide the following services:

                             1.1.            The Platform allowing the End-User to make a purchase from the Merchant via mobile phones.

                                                  1.1.1.            Through the platform, the Merchant will then be informed of the completion of the payment initiation services after such information is received from the End-User’s bank.

                           1.2.            Invoicing, settlement and any other services as offered by Trustist Payments Limited and used by the Merchant.

                           1.3.            Dashboard or report of invoices and payments initiated on the Platform and their status.

                                                1.3.1.            It is the merchant’s responsibility to ensure the funds have arrived in their nominated bank account.

                           1.4.             The process of the End-User making payment to the Merchant is laid out in the following flow:

                                                1.4.1.            Merchant inputs pricing onto mobile screen

                                              1.4.2.            End-User scans QR code

                                              1.4.3.            End-User is prompted to open the link on their phone

                                              1.4.4.            End-User selects bank

                                              1.4.5.            End-User makes payment via Open Banking with details of the amount auto-filled

                                             1.4.6.            Merchant receives confirmation of payment received via mobile screen

 

  1. PRICING

                           2.1.            Standard charges. 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.            Virtual IBANs. Our VIBAN service is charged at the rate agreed with you.

                         2.4.            Terminals (instantdebit only). Terminals will be charged at the rate agreed with you and billed monthly in arrears, charged via Direct Debit.

                                              2.4.1.            Please note that the payment terminal will be branded as instantdebit.  instantdebit Limited is a subsidiary of Trustist Payments Limited and Sticky Connections Ltd.

 

  1. BILLING

                           3.1.            As standard, payment for Open Banking transactions is billed monthly in arrears and charged via Direct Debit.

                                                3.1.1.            Invoicing is subject to a £1 minimum charge. A balancing item will be applied to your invoice as appropriate if your Open Banking charges are between £0.01 and £0.99 inclusive.

                                              3.1.2.            Trustist Payments Limited reserves the right to change how you are billed for Open Banking transactions, as discussed with you.

                          3.2.            As standard, payment for Card Payment transactions is taken at source, with the remainder (full amount less transaction fee) settled net. This will be shown on the statement received at the end of each month, where payments have been taken.

                                              3.2.1.            Trustist Payments Limited reserves the right to change how you are billed for Card Payment transactions, as discussed with you.

                          3.3.            If your volume of transactions necessitates the use of virtual IBANs for Open Banking payment collection, fees will be deducted from your settled payments, with the remainder settled net to you on a frequency to be determined by Trustist Payments Limited.

                         3.4.            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.

 

  1. RISK ASSESSMENT AND MANAGEMENT

                           4.1.            We reserve the right to hold a rolling reserve on your account. This will be implemented and of a value entirely at our discretion.

                         4.2.            We may withdraw your access to our Platform in whole or in part at any time at our sole discretion in line with our risk management framework.

 

  1. BILLING FAILURES, CHARGEBACKS, DISPUTES AND REFUNDS

                           5.1.            Billing Failure.

                                                5.1.1.            In the event of a billing failure, Trustist Payments Limited will ordinarily reach out to understand the cause of the billing failure and rectify the situation.

                                              5.1.2.            Trustist Payments Limited reserves the right to bypass this initial contact and move to reclaim this value from you by processes which may include seeking Small Claims Court judgements and/or following debt recovery processes, including instructing debt collectors.

                        5.2.            Chargeback disputes.

                                              5.2.1.            In the initial event of a chargeback being raised, Trustist Payments Limited reserves the right to claim the amount of the disputed transaction plus admin fees of the greater of £100 per individual chargeback or 10% of the disputed transaction value from the Merchant.

                                            5.2.2.            This money will ordinarily be claimed immediately from the Merchant by blocking future payout amounts until the value has been claimed, at which point payouts may be restarted in line with Clause 4.2.

                                            5.2.3.            Any amounts claimed will be communicated to the Merchant in writing, which may include email, letter or WhatsApp or text message.

                                            5.2.4.            Should there not be enough pending money to reclaim the amount, or Trustist Payments Limited are, for any reason, uncertain of the legitimacy of the Merchant’s business activity, we reserve the right to recover funds in line with Clause 5.1.2.

                                            5.2.5.            Should the chargeback then be challenged successfully, any amounts held may be returned to the Merchant, either fully or in part.

                                            5.2.6.            Should the chargeback not be challenged successfully, the money will be retained by Trustist Payments Limited.

                                            5.2.7.            Any refund of fees in either case is at the sole discretion of Trustist Payments Limited, but will not be unreasonably withheld.

                                            5.2.8.            A maximum of one chargeback in six months will be tolerated. If there are subsequent chargeback(s), we will collect all future payments to cover the risk of future chargebacks. At a time to be decided by us based on our perceived risk of future chargebacks, we will refund some or all of the money held, taking into account any chargebacks which have been raised subsequently. A breakdown of the money remitted may be requested from Trustist Payments Limited.

                        5.3.            Non-chargeback queries.

                                              5.3.1.            In the event of a payment query from, for example, a bank or other financial institution, Trustist Payments Limited will work with the Merchant to obtain relevant evidence of the legitimacy of the payment and respond to the query on behalf of the Merchant.

                                                                  5.3.1.1.            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.

                                            5.3.2.            Should the query then develop into a chargeback, Clause 5.2 will apply in full.

                                            5.3.3.            Should the Merchant be unable to provide evidence as requested by the querier or be uncooperative with Trustist Payments Limited, we reserve the right to collect and hold the funds in line with Clause 5.2.

                        5.4.            Refunds.

                                              5.4.1.            Refunds must not be issued by the Merchant outside of the Platform.

                                            5.4.2.            Refunds can be requested by emailing Trustist Payments Limited at customerservice@trustisttransfer.com.

                                            5.4.3.            If any refund is offered through a method outside of the Platform which at any time develops into a chargeback dispute, the Merchant remains responsible for reimbursing Trustist Payments Limited for any chargeback amounts plus any fees levied in line with Clause 5.2..

 

  1. CANCELLATION AND TERMINATION

                           6.1.            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.

                         6.2.            In line with Clause 5, we may suspend your financial payouts at our sole discretion in order to recover funds, fees or any other charges levied to Trustist Payments Limited on behalf of the Merchant.

 

  1. REFERRALS, INTRODUCERS AND COMMISSION PAYMENTS

                          7.1.            Establishing a Referral Partnership with Us

                                                7.1.1.            If you have further business you wish to introduce to us, you must register yourself as a Trustist Payments Limited Partner. Trustist Payments Limited can provide further details of this upon request.

                                              7.1.2.            Commission payments will be payable on a monthly basis to the percentage value agreed in writing with Trustist Payments Limited. The commission payment percentage is uncapped.

                                              7.1.3.            Any further business referred to us must be invited through your Partner account. Should the invite not be sent through your Partner account, it will be considered giving us the client gratis and no commission will be payable.

                         7.2.            Establishing a Referral Partner ‘Chain’

                                              7.2.1.            If you, as a Partner, refer other Partners, they must onboard to the main Payments platform (to complete KYC) as well as register with Trustist Payments Limited as a Partner in their own right.

                                             7.2.2.            We consider multiple-level referral partnerships to be ‘first-level referrers’ – i.e. those registered directly with Trustist Payments Limited – and ‘second-level referrers’ – those who sign up as part of a chain under one or more existing Partners.

                                             7.2.3.            For multiple-level referral partnerships (i.e. if you are within a chain of two or more Partners, excluding Trustist Payments Limited), you must inform Trustist Payments Limited and confirm any commission structures payable in writing.

                                            7.2.4.            Should you, as a first-level Referrer, refer other Referrers (i.e. form a chain), you acknowledge you will take full responsibility, both jointly and severally, for any disputes or chargebacks raised by an End-User to a Merchant referred to the Platform at any part of your chain. This may include recouping payments from you in line with Clause 5 as required.

                         7.3.            Referral Commissions

                                              7.3.1.            Referral commission will be paid after any relevant fees are paid as standard.

                                             7.3.2.            Referral commission will only be paid up to the value agreed with you. Any commission for further members of the chain must come from this total value.

                                                                 7.3.2.1.            For example, if a referral agreement of 10% is agreed with you and you subsequently refer a Partner with whom you agree a 50% commission rate, you must pay their 50% from your 10%.

                                                               7.3.2.2.            In illustration, consider a referral agreement of 10% is in place, with you then offering a 50% referral deal with a second-level referral partner. In the case of £100 accrued in a given month after fees, £10 would be payable to you. You would then be responsible for splitting the commission payment and paying your second-level referral partner their £5 due, along with any subsequent transfer or payment fees.

                        7.4.            Commission payments

                                              7.4.1.            Commission numbers will be confirmed with all first-level referrers on or around the first working week of each month.

                                            7.4.2.            Trustist Payments Limited will only pay commission to first-level referrers (i.e. those referring directly to us, not other referral partners). Any further agreements between Partners should remain agreed between Partners. No commission funds will be calculated or split by us when we pay commission.

                                            7.4.3.            For the avoidance of doubt, no commission will be payable on chargeback or other payment disputes. If commission has been paid and a chargeback or other dispute is subsequently initiated, we reserve the right to contra this value from future commission payments to recoup the funds.

 

  1. OUR SERVICE AGREEMENTS

                           8.1.            These terms and conditions are subject to the following service agreement between:

                                                8.1.1.            Token GmbH, a company registered in Germany under number 217765 b (“Supplier EEA”);

                                              8.1.2.            Token.io Ltd., a company registered in England and Wales under number 10143662 (“Supplier UK”);

                                              8.1.3.            Trustist Ltd, a parent company of Trustist Payments Limited (referred to as the “Client”)

                         8.2.            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.

 

  1. MISCELLANEOUS

                           9.1.            Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales.

                         9.2.            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.

                         9.3.            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. 

                         9.4.            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.

                         9.5.            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.

 

  1. INSURANCE

                         10.1.            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.

 

  1. COMPLAINTS

                           11.1.            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.

                         11.2.            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 and in line with Clause 5.4.

                         11.3.            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.

                         11.4.            Any complaints relating to Trustist Payments Limited products and services should be sent directly to Head Office via email at customerservice@trustisttransfer.com.

 

  1. COMPLIANCE WITH LAWS AND POLICIES

                         12.1.            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.

 

  1. INTELLECTUAL PROPERTY

                         13.1.            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.

                        13.2.            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.

 

  1. OUR LIABILITY

                         14.1.             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.

                       14.2.            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.

                       14.3.            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.

                       14.4.            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.

                       14.5.            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.

                       14.6.            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.

                       14.7.            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.

                       14.8.            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.

                       14.9.            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.

 

  1. YOUR LIABILITY

                         15.1.            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:

                                             15.1.1.            your breach of these Terms of Use or the documents referenced herein;

                                            15.1.2.            your violation of any law, rule, regulation or guideline;

                                            15.1.3.            your violation, infringement or misappropriation of the rights of a third party, including without limitation any rights of publicity or privacy;

                                           15.1.4.            your use of Our Services;

                                           15.1.5.            your Listing or provision of Third Party Services to Merchant; or

                                           15.1.6.            your negligence or wilful misconduct;

                                            15.1.7.            any claims or complaints made by a Merchant or any other third party in respect of the Third Party Services provided by you

 

  1. SEVERANCE

                         16.1.            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.

 

  1. FORCE MAJEURE

                          17.1.            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.

 

  1. NO PARTNERSHIP OR AGENCY

                         18.1.            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.

 

  1. ENTIRE AGREEMENT

                         19.1.            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.

 

  1. GOVERNING LAW

                       20.1.            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.

 

  1. JURISDICTION

                         21.1.            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).

 

  1. CONFIDENTIALITY

                        22.1.            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.

                      22.2.            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.

                      22.3.            Limitations: The Receiving Party shall

                                          22.3.1.            not divulge the Disclosing Party’s Confidential Information, in whole or in part, to any third party;

                                         22.3.2.            use the same only for the Purpose;

                                         22.3.3.            make no commercial use of the same or any part thereof without the prior written consent of the Disclosing Party;

                                        22.3.4.            not disclose the fact of the Purpose to any third party. 

                      22.4.            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.

                      22.5.            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.

                      22.6.            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.

 

  1. OUR COMPANY

                        23.1.            You may contact us at the following address:

Trustist Payments Limited

Blake House, 66 Bootham

York

YO30 7BZ