Last Updated: February 2024

Trustist Limited provides services under the trading names of “TrustistTransfer”, “TrustistEcommerce” and (hereinafter collectively referred to as “Trustist”). Trustist provides a subscription service that allows those who purchase our subscription services (“Merchant”) to generate a QR code over the internet when facilitating payments from a third party (“End-User”) through our platform. “End-User” means the individual seeking to make a payment by using a QR code or PayLink which has been 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 4.0 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. 

Any reference to “Third Party Services” means the relationship between our Merchants and the End-User.

1.             HOW OUR SERVICE WORKS

1.1           Trustist will provide the following services:

1.2           The Trustist platform which enables the Merchant to generate a QR code to share with End-User, allowing the End-User to make a purchase from the Merchant. 

1.3           In addition to that set out in 1.2 above, The End-Users will have access to a shareable payment link (PayLink) through which they can make payments. 

1.4           Such QR code, upon authorisation by a third party, shall enable the payment initiation request to the End-User’s bank.

1.5           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.

1.6           Invoicing and any other services as offered by TrustistTransfer and used by the Merchant.

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

1.8          Creation of standing orders via methods outlined in 1.2 and 1.3

2.             OUR PRICING

2.1           Merchants sign up to our service with standard minimum charges as set out in the table below

Monthly transaction fees are subject to a minimum £1 spend. 

2.2           In order to use our service, you will need to have an internet connection.

2.3           Our service is provided through a progressive web application; you will, therefore, need to have access to a web browser. 

2.4           You must also provide us with a suitable Method of Payment. “Method of Payment” means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party.

3.BILLING

3.1           Payment Methods. To use our service you must provide a valid method of payment (“Payment Method”). You remain responsible for any and all uncollected amounts. We reserve the right to terminate your use of our services in accordance with clause 3.7.

3.2           Updating your Payment Methods. You can update your Payment Method by going to the TrustistTransfer Progressive Web App. 

3.3           Payments are non-refundable and we do not provide refunds or credits. To cancel, go to the TrustistTransfer Progressive Web App and if you cancel, your account will automatically close.

3.4           Changes to the Price. We may change the price of our service from time to time; however, any price changes will apply no earlier than 30 days following notice to you.

3.5           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.

4       OUR SERVICE AGREEMENT WITH TOKEN

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

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

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

4.4           (hereinafter collectively referred to as the “Supplier”) and

4.5           Trustist Ltd, (hereinafter referred to as the “Client”)

4.6           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. 

4.7           For the purposes of undertaking a regulated activity (as defined by applicable Law) in the context of this Agreement, the Supplier is the relevant entity which is subject under law of the UK, to the laws, rules, and regulations in respect of providing financial services (“Regulated Entity”). 

4.8           We are not providing services which would be in breach of any Financial Conduct Authority’s (FCA) regulations. All services provided for the purposes of compliance with the FCA regulations are provided by the Supplier.  

4.9           Business Activity Restriction Policy – The following categories of businesses and business practices are restricted from using Token Services. 

In certain cases, businesses listed below may be eligible to use Token services with explicit prior approval from Token. Note, however, that businesses that offer illegal products or services are never eligible to use Token Services. The types of businesses listed are representative, but not exhaustive. If you are uncertain as to whether your business is a Restricted Business, or is located in a restricted jurisdiction, or have questions about how these requirements apply to you, please contact customerservice@token.io. 

By using Token, you are confirming that you will not use the Service in connection with the following businesses, business activities, or business practices, unless you have received prior written approval from Token:

5.             MISCELLANEOUS

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

5.2           Unsolicited Materials. Trustist does not accept unsolicited materials or ideas for Trustist 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.

5.3           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.  

5.4           Changes to Terms of Use. TrustistTransfer may, from time to time, change these Terms of Use. We will notify you at least 30 days before such changes apply to you.

5.5           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.

6.             INSURANCE

6.1           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. 

7.             COMPLAINTS

7.1           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. 

7.2           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. 

7.3           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.             COMPLIANCE WITH LAWS AND POLICIES

8.1           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; 

9.             INTELLECTUAL PROPERTY

9.1           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.

9.2           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. 

10.           OUR LIABILITY

10.1         PLEASE READ THIS SECTION CAREFULLY. THIS SECTION LIMITS TRUSTIST 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.

10.2         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.

10.3         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.

10.4         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.

10.5         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 of office time.

10.6         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.

10.7         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 that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

10.8         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.

10.9         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.

11.           YOUR LIABILITY

11.1         You agree to defend and indemnify Trustist 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: 

1. a)              your breach of these Terms of Use or the documents referenced herein; 
2. b)              your violation of any law, rule, regulation or guideline; 
3. c)               your violation, infringement or misappropriation of the rights of a third party, including without limitation any rights of publicity or privacy;
4. d)              your use of Our Services;
5. e)               your Listing or provision of Third Party Services to Merchant; or 
6. f)               your negligence or wilful misconduct;
7. g)               any claims or complaints made by a Merchant or any other third party in respect of the Third Party Services provided by you

11.2          You agree that if an End-User cancels or makes any changes to a standing order created through the TrustistTransfer progressive web app, you are responsible for promptly notifying Trustist of such cancellation or changes. 

11.3 Trustist’s role is to create and monitor standing orders through the TrustistTransfer progressive web app, which requires an active ‘Token’ issued through the application. You acknowledge that if you fail to keep the ‘Token’ active and reauthorise it when prompted within the application, Trustist cannot monitor or be responsible for any issues resulting from inactive Token. 

11.4 The purpose of this term is to clarify that you, not Trustist, are liable for communicating any End-User cancellations or changes to standing orders to Trustist, since Trustist relies on your keeping Tokens active to monitor orders created through its application.

12.           SEVERANCE

12.1         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.

13.           FORCE MAJEURE

13.1         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.

14.           NO PARTNERSHIP OR AGENCY

14.1         You agree that no joint venture, agency, partnership, or employment relationship exists between you and Trustist as a result of these Terms of Use or use of Our Services.

15.           ENTIRE AGREEMENT 

15.1         These Terms of Use (and any other terms and conditions referenced herein) constitute the entire agreement between you and Trustist with respect to Our Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Trustist with respect to Our Services. 

16.           GOVERNING LAW 

16.1         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.

17.           JURISDICTION 

17.1         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:

15.1 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.

15.2 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.

15.3 Limitations: The Receiving Party shall 

1. not divulge the Disclosing Party’s Confidential Information, in whole or in part, to any third party;
2. use the same only for the Purpose;
3. make no commercial use of the same or any part thereof without the prior written consent of the Disclosing Party; 
4. not disclose the fact of the Purpose to any third party.  

15.4 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.

15.5 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.

15.6 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.