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’, ‘Partner’,
‘Partners’, ‘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.
- 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.
The Merchant
remains responsible for verifying that funds have been received in cleared
funds before fulfilling any order.
1.4.
Any Partner
Portal access available or utilised by referral Partner(s).
1.5.
The process
of the End-User making payment to the Merchant is laid out in the following
flow:
1.5.1.
Merchant
inputs pricing onto mobile screen
1.5.2.
End-User
scans QR code
1.5.3.
End-User is
prompted to open the link on their phone
1.5.4.
End-User
selects bank
1.5.5.
End-User
makes payment via Open Banking with details of the amount auto-filled
1.5.6.
Merchant
receives confirmation of payment received via mobile screen.
1.5.6.1.
“Payment
Confirmation” means a notification that a payment instruction has been
initiated or authorised. For the avoidance of doubt, a Payment Confirmation
does not constitute confirmation that funds have been received in cleared funds
or are irrevocable.
1.6.
Merchant
Liability for Payments
1.6.1.
The Merchant
acknowledges and agrees that it is solely responsible for all transactions
processed via the Platform, including any chargebacks, reversals, refunds,
disputes, claims or payment failures.
1.6.2.
The Merchant
shall indemnify and keep indemnified Trustist Payments Limited against all
losses, liabilities, costs, fees (including administrative fees), chargebacks,
reversals and expenses arising out of or in connection with any transaction
processed on behalf of the Merchant.
1.6.3.
All such
amounts shall constitute a debt due and payable by the Merchant to Trustist
Payments Limited immediately upon demand and a written statement or calculation
issued by Trustist Payments Limited shall, in the absence of manifest error, be
conclusive evidence of the amount owed. The Merchant agrees that it shall not
dispute such amount except in the case of manifest error supported by clear
written evidence.
1.7.
Trustist
Payments Limited acts solely as a technology provider and commercial
intermediary facilitating payment initiation and settlement processes and does
not act as the Merchant, seller, or principal in any transaction between the
Merchant and the End-User. The Merchant is and remains the principal party to
all such transactions.
1.8.
Cooperation
and Information.
1.8.1.
The Merchant
shall promptly provide all information, documentation and assistance reasonably
requested by Trustist Payments Limited in connection with any transaction,
chargeback, dispute or investigation. Failure to do so shall entitle Trustist
Payments Limited to determine any associated liability acting reasonably.
- 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.
- 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.
3.5.
Cancellation
of your Direct Debit to avoid the payment of charges will lead to an immediate
account closure and debt collection processes to recover the charges and any
other fees.
- RISK ASSESSMENT
AND MANAGEMENT
4.1.
We reserve
the right to hold a rolling reserve on your account. This may be implemented at
any time and shall be of such value as we reasonably determine based on risk,
transaction volume, or chargeback exposure. The Merchant agrees that such
reserve may be retained, adjusted, and applied by Trustist Payments Limited to
satisfy any actual or anticipated liabilities owed by the Merchant under this
Agreement.
4.1.1.
The Merchant
acknowledges that the implementation or non-implementation of a reserve shall
not limit the Merchant’s liability under this Agreement.
4.1.2.
Trustist
Payments Limited may require the Merchant to provide advance funding, security
or deposits where reasonably required to mitigate risk, and may suspend
services until such requirements are satisfied.
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.
- 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. The Merchant acknowledges that any such amounts
constitute a debt due and payable to Trustist Payments Limited, recoverable
through legal proceedings, including Small Claims Court and/or debt recovery
processes, including where such chargeback, reversal or dispute arises after
settlement or after termination of this Agreement.
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
representing a genuine pre-estimate of the administrative and operational costs
incurred by Trustist Payments Limited in managing such chargebacks. The
Merchant agrees to immediately reimburse Trustist Payments Limited for the full
amount of the disputed transaction together with any associated fees, costs or
charges. Such amounts shall constitute a debt due and payable.
5.2.2.
This money
will ordinarily be claimed immediately from the Merchant by blocking future
payout amounts. Trustist Payments Limited may, without limitation,deduct,
set-off or withhold any sums owed to the Merchant across any account, service
or arrangement with Trustist Payments Limited or any of its group companies,
against any amounts due from the Merchant under this Agreement, whether arising
now or in the future. Such rights shall take priority over any other rights,
claims or interests of the Merchant in such funds.
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,
including by immediate demand for payment and enforcement as a debt.
5.2.5.
Should the
chargeback then be challenged successfully, any amounts held shall be returned
to the Merchant only to the extent that Trustist Payments Limited determines
(acting reasonably and based on available evidence at the time) that no actual
or potential liability remains.
5.2.6.
Should the
chargeback not be challenged successfully, the money will be retained by
Trustist Payments Limited and may be applied by Trustist Payments Limited in
satisfaction of any liabilities owed by the Merchant under this Agreement.
5.2.7.
Any refund
of fees in either case is at the discretion of Trustist Payments Limited,
acting reasonably, and shall be refunded where a chargeback is successfully
contested and resolved in the Merchant’s favour.
5.2.8.
A maximum of
one chargeback in six months will be tolerated. If there are subsequent
chargeback(s), we shall be entitled to retain, redirect or apply such
proportion of future payments as we reasonably determine is necessary to cover
actual or anticipated liabilities, including chargebacks and disputes and
including liabilities which are reasonably anticipated but not yet crystallised
or formally notified.
5.2.9.
At a time to
be decided by us, acting reasonably based on an objective assessment of 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. Such amounts shall be immediately
recoverable from the Merchant as a debt where insufficient funds are held. The
Merchant acknowledges that failure to provide requested evidence shall entitle
Trustist Payments Limited to determine the outcome of such query or dispute
acting reasonably.
5.4.
Refunds.
5.4.1.
Refunds must
not be issued by the Merchant outside of the Platform unless otherwise agreed
in writing or where required by law.
5.4.2.
Refunds can
be requested by emailing Trustist Payments Limited at customerservice@trustisttransfer.com. Trustist Payments Limited shall process such refunds
promptly in accordance with the Merchant’s instructions.
5.4.3.
If any
refund for payment taken through the Platform 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 and
shall indemnify Trustist Payments Limited for all resulting losses, which shall
be recoverable as a debt.
5.4.4.
The Merchant
shall remain responsible for determining whether a refund is due to a customer.
Trustist Payments Limited shall not unreasonably refuse or delay processing any
refund requested by the Merchant via the Platform.
5.5.
Debt
Processes.
5.5.1.
If it
becomes necessary to appoint a debt collection agency, any fees together with
any associated fees, including legal fees, administrative costs, enforcement
costs and any third-party recovery expenses, all of which shall be recoverable
as a debt, will be payable by the Merchant.
5.5.2.
Any amount
owed to us will attract interest at the rate of 4% above the prevailing Bank of
England base rate. The amount shall be added to the outstanding amount on a
daily basis. Interest shall accrue on a non-compounded basis and shall continue
to accrue both before and after any judgment.
5.5.3.
Where an
introducer, partner, director or other individual has expressly agreed in
writing (including via onboarding, guarantee, written referral or separate
agreement) to be bound by these Terms or to guarantee the Merchant’s
obligations, such party shall be jointly and severally liable with the Merchant
for any amounts owed. It is the responsibility of the introducer to work with
any company that they have introduced where a debt is owed to us.
5.6.
Ownership
and Application of Funds.
5.6.1.
Trustist
Payments Limited may hold, retain, suspend or apply any funds processed through
the Platform for the purpose of managing risk, chargebacks, disputes or other
liabilities.
5.6.2.
The Merchant
acknowledges that Trustist Payments Limited shall have a contractual right to
apply such funds in satisfaction of any amounts owed by the Merchant.
5.6.3.
Such rights
shall not constitute a trust relationship and Trustist Payments Limited shall
not act as trustee of such funds.
5.6.4.
The Merchant
acknowledges that Trustist Payments Limited shall have a first-ranking
contractual right of application over any funds held or processed through the
Platform to satisfy any liabilities owed by the Merchant.
5.6.5.
The Merchant
acknowledges that Trustist Payments Limited acts solely as a contractual
counterparty and not as a fiduciary, custodian or agent holding funds on behalf
of the Merchant.
5.7.
Records
and Evidence.
5.7.1.
Trustist
Payments Limited’s records, systems and transaction logs shall constitute prima
facie evidence of all transactions, amounts due, and liabilities under this
Agreement, unless proven otherwise by the Merchant.
5.7.2.
The Merchant
agrees that such records shall be admissible in any legal proceedings and shall
carry evidential weight unless proven to be incorrect.
5.8.
Enforcement
Costs.
5.8.1.
The Merchant
shall indemnify Trustist Payments Limited for all costs incurred in enforcing
its rights under this Agreement, including legal costs on a full indemnity
basis.
- 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,
6.1.1.
immediately
where reasonably necessary due to fraud, regulatory risk, insolvency, or
material breach; or
6.1.2.
Immediately
where reasonably necessary due to dormancy of an account (no transactions or
other meaningful activity within 90 days); or
6.1.3.
for
convenience on not less than 30 days’ written notice.
6.2.
Any such
termination or suspension could prevent you from accessing our services, our
Platform and/or any other related information.
6.3.
In line with
Clause 5, we may suspend your financial payouts where reasonably necessary in
order to recover funds, fees or any other charges levied to Trustist Payments
Limited on behalf of the Merchant. We shall notify the Merchant of the reason
and expected duration of such suspension and may continue such suspension for
so long as any actual or potential liability remains outstanding, including
where liabilities are anticipated but not yet crystallised.
6.4.
Any merchant
with an open chargeback or investigation will have their account suspended and
the Merchant acknowledges that such sums are immediately due as a debt and
payable without set-off, counterclaim or deduction. The Merchant shall not be
entitled to withhold or delay payment of any sums due under this Agreement for
any reason whatsoever.
6.4.1.
All moneys
due to us must be paid in full within five working days of written demand,
otherwise a debt collection agency will be instructed to recover the money.
6.4.2.
For the
avoidance of doubt, written demand may be provided in any written manner,
including email, post, or WhatsApp.
6.4.3.
The Merchant
waives any right to assert any equitable set-off, counterclaim or defence to
delay or avoid payment of any sums due under this Agreement, except in the case
of manifest error.
- 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.
By
registering yourself on behalf of your Company as a Trustist Payments Limited
Partner, you explicitly state you are a signatory for the Company and have
permission to enter into contracts on behalf of the Company.
7.1.3.
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.
7.1.4.
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.
7.2.5.
For the
avoidance of doubt, clause 7.2.4 confirms that the Directors of any merchant
owing money to Trustist Payments Limited, as well as any Directors of referring
companies or direct Referral Partners, are jointly and severally liable for any
moneys owed. Any liability of referral partners, introducers or directors shall
apply only where such party has expressly guaranteed a Merchant through written
referral, including written request for a merchant to be onboarded or use of
the Trustist Payments Limited ‘Partner Portal’ to refer new merchants to the
Platform.
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.
- 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.
- 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.
- 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.
- 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 Merchant shall remain responsible for ensuring that sufficient funds are
available to satisfy any refund due to the End-User.
11.2.1.
Trustist
Payments Limited shall be entitled to recover such amounts from the Merchant in
accordance with Clause 5. Such amounts shall be recoverable as a debt in
accordance with Clause 5.
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.
- 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.
- 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.
- 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.
14.10.
Nothing in
these Terms shall limit or exclude the Merchant’s obligation to pay any amounts
due to Trustist Payments Limited, including any chargebacks, fees, costs or
liabilities arising under Clause 5, whether arising before or after termination
of this Agreement.
- 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
- 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.
- 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.
- 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.
- 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.
19.2.
Wherever
Trustist Payments Limited exercises discretion under this Agreement, such
discretion shall be exercised reasonably and in good faith.
19.3.
Survival.
19.3.1.
All
provisions relating to payment obligations, indemnities, chargebacks, set-off,
recovery rights, and liability shall survive termination of this Agreement for
any reason.
19.4.
Continuing
Liability
19.4.1.
The
Merchant’s obligations in respect of any transaction, chargeback, dispute or
liability shall continue until fully and finally resolved, regardless of
termination, suspension or cessation of use of the Platform.
- 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.
- 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).
- 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.
- OUR COMPANY
23.1.
You may
contact us at the following address:
Trustist Payments Limited
Blake House, 66 Bootham
York
YO30 7BZ
