General terms & conditions
  1. These Terms
    1. These terms and conditions, including the terms which apply when buying or selling currency and the terms which apply to payment services (the “Terms”), together with the application form (together, the “Agreement”), govern the provision of foreign currency exchange services and payment services to you by EVERPAY Known and branded hereunder as EVERPAY.
    2. Please read these Terms carefully. You are required to read and agree to these Terms when you submit your application form to become a client of EVERPAY. Once you have been accepted as a client of EVERPAY, a copy of these Terms will be sent to you by email for your reference.
    3. By agreeing to these Terms, you agree with EVERPAY that all orders will be accepted on these Terms and all transactions will be carried out in accordance with these Terms.
    4. These Terms tell you who we are, how we will provide services to you, how we or you may change or end agreements under these Terms, what to do if you have any problems and other important information.
    5. If you have any queries in relation to these Terms, please contact us on the details below.
    6. Our services to you will be carried out as described below and with reasonable skill and care.
  2. Definitions
    1. References in these Terms to “we,” “us,” “our,” “ours,” or WTUK are references to Everpay and vice versa.
    2. References in these Terms to “you,” “your,” “yours,” or “Client” are to you, the customer of Everpay and, as the context may require, your designated authorised representative(s) from time to time.

      “Authorised Persons” has the meaning set out in clause 1.4 of the Terms which apply when buying or selling currency;

      “Business Day” means a day when the banks in the City of London are normally open for business;

      “Business Clients” means Clients which are companies, or other business organisations, and which are not consumers, Micro-Enterprises or charities with an annual income of less than £1 million;

      “Clients” and “you” means Business Clients, Individual Clients and Authorised Persons;

      “EEA” means the European Economic Area;

      “Event of Insolvency” means the Client becomes insolvent or unable to pay its debts, has a bankruptcy, winding up or administration petition against it or presented to the Court or has to convene (or has convened) a meeting for the purpose of having a liquidator appointed or has a receiver appointed over its property or proposes a form of arrangement or composition with its creditors (other than for the purposes of an amalgamation or reconstruction approved in advance in writing by EVERPAY) or in the case of a partnership has a bankruptcy petition presented against a partner;

      “Individual Clients” means Clients who are not Business Clients;

      “Micro-Enterprise” means an enterprise which: (a) employs fewer than 10 persons; and (b) has a turnover or annual balance sheet that does not exceed €2 million;

      "Orders" has the meaning set out in clause 1.1 of the Terms which apply when buying or selling currency;

      “Speculative Purpose” means buying or selling currency solely to try to profit from exchange rate fluctuations;

      “Writing" when we use the words "writing" or "written" in these Terms, this includes emails, text messages WhatsApp messages and other messages sent through social media;

    3. Any reference in the Terms to the singular shall, where appropriate, also include the plural and vice versa;
    4. Where a word or phrase starts with a capital letter such as Speculative Purposes then it is intended to have the meaning given to it in this section.
  3. Information about us, what we do and how to contact us
    1. Who we are: We are EVERPAY, a company established in England and Wales. Our company registration number is 08261731 and our registered office and head office is at Chesterfield House, 1 Station Street, Bingham, Nottinghamshire, NG13 8AQ. We are authorised by the Financial Conduct Authority (FCA) under the Electronic Money Regulations 2011 (FRN.900536) for the issuing of electronic money.
    2. What we do: EVERPAY buys and sells currencies and sends the currency purchased to a third party’s bank account designated by you. Our services comprise the purchase and/or sale of currency in accordance with your instructions for either immediate delivery by electronic transfer, known as a “spot trade” and/or for delivery to the third party at some time in the future, known as a “forward trade.”
    3. EVERPAY buys and sells currency on an execution only basis and does not provide advice as to the merits of proposed orders. Whilst EVERPAY may provide information about currency markets and related matters, the Client relies entirely on its own judgement when placing an order and should not treat any information we provide to you as advice.
    4. EVERPAY does not supply currency for Speculative Purposes or provide investment advice.
    5. How to contact us: You can contact us by telephoning our customer service team at +44 (0) 20 8154 3174, by email at support@everpay.com, or by post to Chesterfield House, 1 Station Street, Bingham, Nottinghamshire, NG13 8AQ. We do not charge you for telephoning us although you will have to pay your own call charges.
    6. How we may contact you: If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us on your application form, or any contact details that you subsequently supply to us.
  4. On-boarding requirements
    1. EVERPAY reserves the right to refuse any person as a client, and not to supply services to any person.
    2. To be accepted as a client of EVERPAY, you must provide the information requested on our application form and any other information which we need in order to comply with the law and regulations governing our services, particularly those relating to money laundering.
    3. Once we have received your completed application form and your acceptance of these Terms, we will consider your application. If we accept you as a Client we will send you an email to confirm this and include a copy of these Terms for your records.
    4. Once we have confirmed that you have been accepted as a client of EVERPAY, you will be able to place orders with us to buy or sell currency and transfer currency by telephone, in writing or via our online trading platform.
  5. Data Protection
    1. Please see our Privacy Policy for details on how we use, collect and protect your personal information.
  6. Complaints and problems
    1. We are committed to providing the highest levels of service. If you have any questions or complaints about our services, please contact us. You can telephone our customer service team on +44 (0) 20 8154 3174 or write to us at complaints@everpay.com or Chesterfield House, 1 Station Street, Bingham, Nottinghamshire, NG13 8AQ. You can find further information about our complaints procedure here.
    2. If you are not happy with how we have handled any complaint, you may have the right to forward your concerns to the Financial Ombudsman Service (FOS). You can contact the Financial Ombudsman Service at:

      The Financial Ombudsman Service (UK)
      Exchange Tower
      London
      E14 9SR
      Telephone: 0300 123 9123 or 0800 023 4567
      Website: https://help.financial-ombudsman.org.uk/help
    3. The Financial Ombudsman Service will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings against us.
  7. Other important Terms
    1. Recording of telephone calls. The parties agree and consent to:
      1. the electronic recording by either party of telephone conversations between the parties with or without an automatic tone warning device; and
      2. the use of such recordings or transcripts from such recordings as evidence by either party in any dispute or anticipated dispute between the parties or relating to dealings between the parties;
      3. any such recordings or transcripts made by EVERPAY may be destroyed by EVERPAY in accordance with EVERPAY’s normal practice.
    2. Transfer of rights. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
    3. Third party rights. Nothing in this Agreement is intended to confer any benefit on any third party or any right to a third party to enforce a term of this Agreement. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
    4. Notices. Documents may be sent by email or post. Proof of posting or dispatch of any document or other communications shall be deemed to be proof of receipt:
      1. in the case of email - the day of dispatch or, if not a Business Day, the next Business Day thereafter;
      2. in the case of delivery by first class post - 48 hours from the date of posting.
    5. Documents shall be sent to the last known fax number, email address or address of either party as provided by the other party from time to time.
    6. No partnership, joint venture or agency. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties.
    7. Illegality and unenforceability. If a court finds any part of this Agreement illegal or unenforceable, the rest of this Agreement will continue in full force and effect.
    8. Delay in enforcement. Any failure by either party to exercise and any delay, forbearance or indulgence by any party in exercising any right, power or remedy under this Agreement shall not operate as a waiver of that right, power or remedy or preclude its exercise at any subsequent time. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the services, we can still require you to make the payment at a later date (including any rollover charges and associated costs or any additional charges as passed by correspondent banks as described in clause 5.7 of the section headed “Terms which apply when buying or selling currency”).
    9. Assignment. The Client may not assign this agreement without the written consent of EVERPAY.
    10. Entire agreement. These Terms, together with the documents referred to therein and the Application Form, constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersede all prior oral and written communications with respect thereto. If you require changes, please make sure that you ask for these to be put in writing. In that way we can avoid any problems surrounding what we and you are expected to do.
    11. Language. This Agreement is in English and any information or notifications which we send you will be in English. All documents provided to us must be in English and if translated to English the said document must be stamped and certified by an official translator. Any charges either directly or indirectly incurred as a result of translation will be the responsibility of the client.
    12. Governing Law and Jurisdiction. This agreement 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 construed in accordance with the law of England and Wales. 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).
  8. Changes to the Terms & Conditions
    1. EVERPAY have the right to amend these Terms & Conditions with a minimum of 30 days’ notice in writing to the Client.

Terms which apply when buying or selling currency

  1. Orders
    1. We will accept from you oral or written instructions (for the purchase and/or sale of currency (“Orders”).
    2. An Order may be made:
      1. During a telephone conversation where we offer you terms for a particular currency transfer and you verbally accept those terms;
      2. Where we offer you the terms for a particular currency transfer by email that email will be an indication of the rates available at the time we send the email. It is not a formal offer to sell/buy at that rate. If you wish to buy at that rate, then your email reply to us will be your formal offer to buy at the rate we have set out in our email. We may then accept that offer by sending you a second email and our sending that email will form the contract and we will be then and only then, be legally bound to provide the currency then or at a later date we have agreed on.
      3. In the case of an Order placed on our online platform when you click on the "Complete" button that appears once you have received an online quote.
    3. Once you have made an Order using one of the methods above at clause 1.2.1, 1.2.2 or 1.2.3, we will confirm your Order by sending an email to you setting out the details of that order. You should check carefully that all the details are correct and, in particular, note the appropriate bank details date or dates by which your funds must be transferred to us.
    4. We shall be entitled to act upon such Orders received from you, as well as any persons as you authorise ("Authorised Persons"). You must provide us with details of all Authorised Persons together with specimen signatures, and we will only be obliged to accept orders from Authorised Persons once, and from the point at which, we acknowledge in writing that we will accept Orders from the relevant Authorised Person. We may accept Orders orally or in writing whether from the Client or purporting to be from the Client and which we honestly believe have come from the Client.
  2. Changing your mind
    1. Once a contract has been formed, you have no right to cancel the Order as EVERPAY will have immediately committed to buy the currency to fulfil your order. If you do need to make changes, we will be able to limit the losses we suffer (for which you are liable) if you inform us of any changes to your Order as soon as possible.
    2. If you change your mind prior to the services being completed, you must contact us and advise of this as soon as possible. If we have accepted your order at the time you contact us, but you are yet to pay for the service, you will be liable for any costs incurred by us in processing and fulfilling your order.
    3. You do not have a right to change your mind in respect of our services once these have been completed. This means that once you have placed an Order with us and we have purchased the required currency you have requested, and you have paid the required funds to us, you do not have the right to change your mind.
  3. Capacity and warranties
    1. The law requires EVERPAY to know its clients. This means that EVERPAY must obtain proof that a Client is who he or she has stated he or she is.
    2. Accordingly, when a Client agrees to these Terms and makes any orders, the Client warrants (which means you make a binding contractual promise to us) that:
      1. it is acting as a principal and not as an agent or an intermediary for any third party and will not do so without EVERPAY’s prior written approval;
      2. it has full power, authority and legal capacity to enter into this Agreement and place an order in accordance with this Agreement;
      3. all information supplied to EVERPAY in its application form, any orders and any correspondence with EVERPAY, including its address and personal details, is true and accurate in all material respects, that it has not withheld any information which would render the information supplied to be false or inaccurate in any material respect and that it will inform EVERPAY in any changes to that information;
      4. it will place Orders for non-Speculative Purposes and with genuine reasons for requiring an exchange of currency (other than for investment purposes);
      5. all Orders which are not spot transactions are entered into as a means to facilitate payment for identifiable goods, services or direct investment;
      6. it will provide to EVERPAY on request such information regarding its financial and business affairs as EVERPAY may reasonably require including any obligations relating to the Money Laundering Regulations 2017;
      7. all sums paid by it to EVERPAY belong to the client, have not been obtained by illegal means, are in no way tainted by criminal activity and are not subject to any charge, encumbrance or other security.
    3. If the Client fails to honour any of the warranties in clause 3.2, EVERPAY may at its sole discretion, immediately or at a later time, either suspend providing its services to the client or terminate the relationship entirely which may include not fulfilling any outstanding orders.
  4. Margin
    1. EVERPAY may require the Client to make an immediate advance payment to EVERPAY in respect of certain Orders including forward trades EVERPAY may agree to accept from the Client from time to time (which is called the “Margin" for the rest of this document). This is to provide EVERPAY with security in respect of the risk it is incurring on the order prior to the Client making payment.
    2. If it is not paid in advance the Margin will be paid in accordance with clause 5.
    3. If it is paid in advance the Margin will be held by EVERPAY in trust for the Client in a designated or undesignated client account and until such time as the ownership of the Margin passes to EVERPAY the Client warrants that the Margin will be free from, and the Client shall not create over the Margin, any charge or other encumbrance.
    4. Ownership of the Margin will transfer automatically to EVERPAY when one of the following events happens: -
      1. (a) the date of settlement of the Order or, (b) in the event that the Order is closed out prior to the date of settlement of the Order on the instruction of the Client;
      2. at such time as EVERPAY incurs any costs, losses or liabilities or is exposed to any rise in currency exchange rates on behalf of the Client in respect of any Order, in which case a proportion of the Margin equal to EVERPAY's costs, losses and liabilities shall automatically become the property of EVERPAY;
      3. the Client becomes insolvent or unable to pay its debts, or has a bankruptcy, winding up or administration petition against it or the local equivalent presented to a court;
      4. the Client is not able to comply with or is in breach of any of the Terms.
    5. If the market moves unfavourably EVERPAY may require the Client to provide a greater Margin to reflect the increased risk (the "Margin Call"). In the event of a Margin Call being made the Client shall pay all monies required pursuant to the Margin Call in accordance with clause 5 to EVERPAY within 24 hours of EVERPAY first communicating the Margin Call to the Client. The Client's failure to do so will be a fundamental breach of these Terms and will entitle EVERPAY to immediately and without notice to the Client cancel the order without liability.
  5. Price and payment
    1. EVERPAY will only accept payments made to it from a bank account bearing the Client’s name and not from any third party, Everpay may choose to exercise its discretion to waive this requirement on a case by case basis. We will not accept payments in cash.
    2. We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
    3. All payments due from the Client to EVERPAY under these Terms shall be made in full without any set-off, counter-claim, deduction or withholding whatsoever.
    4. EVERPAY has the right to deduct from any payments due to be made to, or on behalf of the Client, such amounts as EVERPAY may be required by law to deduct or may be charged to EVERPAY in respect of transfer or other charges.
    5. EVERPAY have the right to set-off against any Client monies held by EVERPAY any amounts owed by the Clients to EVERPAY in respect of any order.
    6. All monies paid to us which belong to you and not us will be held in an undesignated or designated client account until otherwise applied according to your instructions or these Terms. Payments held in the undesignated or designated client account shall be separately identifiable from EVERPAY’s own funds.
    7. If you do not pay for any currency you purchase by the date due for payment, we will attempt to contact you to ask you whether you would like to keep your position open. If you do not pay by the date due for payment, we may close your position or, in our discretion, keep your position open for such time as we decide. If we keep your position open, you will have to pay us and associated costs or any additional charges as passed by correspondent banks as described in clause for keeping your position open until such time as we close your position.
    8. EVERPAY can charge interest if you pay late. If you do not make any payment to us by the due date set out in the email confirmation of your order, we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us the required interest together with any overdue amount (including any costs or charges as described in clause 5.7).
  6. Termination for Individual Clients
    1. EVERPAY will have the right to terminate this Agreement and not fulfil any Order without prior notice or further liability to the Individual Client upon or at any time after the happening of any of the following events:
      1. the Individual Client fails to make any payment for an order when due and in accordance with this Agreement;
      2. the Individual Client breaches any of the terms of this Agreement or fails to comply with its obligations to EVERPAY in respect of any order;
      3. it becomes or may become unlawful for EVERPAY to maintain or give effect to all or any of the obligations under this Agreement or otherwise to carry on its business;
      4. if EVERPAY or the Individual Client are requested to not fulfil an order (or any part thereof) by any regulatory authority whether or not the request is legally binding.
    2. EVERPAY may retain all or any of the monies transferred to it by the Individual Client if it is required to do so by law and then deal with the money as ordered by a court or other body of competent jurisdiction.
  7. Termination for Business Clients
    1. EVERPAY shall have the right to close out all or part of any Orders from the market without prior notice or further liability to the Business Client upon or at any time after the happening of any of the following events:
      1. the Business Client fails to make any payment for an Order when due and in accordance with this Agreement;
      2. the Business Client breaches any of the terms of this Agreement or fails to comply with its obligations to EVERPAY in respect of any Order;
      3. it becomes or may become unlawful for EVERPAY to maintain or give effect to all or any of the obligations under this Agreement or otherwise to carry on its business or if EVERPAY or the Business Client are requested to close out an Order (or any part thereof) by any regulatory authority whether or not the request is legally binding.
      4. an Event of Insolvency or any other similar or analogous event occurs under the laws of any applicable jurisdiction or if the Business Client ceases or threatens to cease to carry on all or part of its business;
      5. any of the events specified above or anything analogous thereto occurs under the laws of any applicable jurisdiction; or
      6. EVERPAY at its absolute discretion considers it necessary or desirable to do so for its own protection provided that EVERPAY shall immediately inform the Business Client if it has closed out all or part of any Orders pursuant to this clause.
    2. If the Business Client becomes aware of the occurrence of any event referred to in clause 7.1, it shall give EVERPAY notice of such event forthwith.
    3. EVERPAY may retain all or any of the Business Client's monies if it is required to do so by law and then deal with the money as ordered by a court or other body of competent jurisdiction.
  8. Our responsibility for loss or damage suffered by Individual Clients
    1. We are responsible to Individual Clients for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage individual Clients suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and the Individual Client knew it might happen.
    2. Individual Clients are liable to us in the same way and for the same losses as are set out in 8.1 above.
    3. EVERPAY will not be liable for any liability arising out of this agreement or any order made in pursuance of this agreement by reason of any cause except where it is due to the negligence or breach of contract of EVERPAY.
    4. EVERPAY will not be liable for any loss or damage suffered as a result of any delay in payment attributable to the late arrival of monies in our client account to settle Orders. It is the Individual Client’s responsibility to ensure that required monies are received by our designated bank on or before the date and time set out in the Individual Client’s order confirmation email. This is essential to ensure the contract between us can be completed.
    5. Individual Clients should allow at least one full Business Day to transfer monies to our designated account for the settlement of Orders as monies often take a full day and can take more. Individual Clients should make all necessary enquiries to ensure that the money arrives in our account on time as we will not be able to complete the transaction on time and may not be able to sell at the rates we have offered Individual Clients.
    6. EVERPAY will not be liable for any costs or losses incurred by Individual Clients in relation to buying and selling currency as a result of any other events outside its control. If our performance of the services is affected by an event outside our control, then we will let you know as soon as possible and we will take steps to minimise the effect of the delay. However, we will not be liable for any costs arising from any delays caused by the event. If there is a risk of substantial delay Individual Clients may contact us to cancel their Order and receive a refund for any services you have paid for but not received. An event outside our control means any event beyond our reasonable control.
    7. EVERPAY do not exclude or limit in any way its liability to Individual Clients where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation or for breach of your legal rights in relation to our services.
    8. If Individual Clients give us incomplete or incorrect information or fail to give us the information we need after we have requested it and, as a result, we are not able to supply the currency on time or at all, then we will not be liable for any losses that you incur as a consequence.
    9. We are not liable to Individual Clients for business losses. We only provide our services for domestic and private use. If Individual Clients use our services for any commercial, business or re-sale purpose we will have no liability to Individual Clients for any loss of profit, loss of business, business interruption or loss of business opportunity.
  9. EVERPAY's Liability to Business Clients
    1. In this clause and clause 10 "Liability" shall mean losses, costs (including legal costs) damages, expenses, taxes, duties, charges or any other liability whatsoever.
    2. EVERPAY shall not be liable to Business Clients for Liability arising out of this Agreement or any Order made in pursuance of this Agreement by reason of any cause except where it is due to the negligence or breach of contract of EVERPAY.
    3. In any event EVERPAY will only be liable for direct losses and EVERPAY expressly excludes any liability for consequential loss (including loss of profits) or damage.
    4. In addition, EVERPAY's liability to Business Clients under these Terms shall not exceed £10,000 in respect of any one claim or in aggregate.
    5. Nothing in this agreement shall limit or exclude the liability of either party:
      1. for death or personal injury resulting from negligence; or
      2. for fraud or fraudulent misrepresentation; or
      3. for breach of the condition as to title or the warranty as to quiet possession implied by law. EVERPAY excludes all liability other than that accepted in this clause 9 to the fullest extent permitted by law and, without prejudice to the generality of the foregoing, EVERPAY accepts no responsibility for any delay or the fault or failure of any third party involved in the transmission, provision or delivery of any Order.
  10. Business Clients Liability to EVERPAY
    1. The Business Client shall indemnify and keep EVERPAY indemnified on demand against all Liabilities incurred by EVERPAY in the proper performance of its services or the enforcement of its rights hereunder and, in particular, without prejudice to the generality of such indemnity, against all amounts which EVERPAY may certify to be necessary to compensate it for all Liability sustained or incurred by EVERPAY (including but not limited to EVERPAY 's loss of profits) as a result of:
      1. any default in payment by the Business Client or any sum under this Agreement or any Order when due or any other breach by the Business Client of this Agreement;
      2. EVERPAY doing and taking all and any action and steps whatsoever to carry out the terms of any Business Client instructions whether oral or written from or purporting to be from Authorised Persons for such purpose pursuant to and in accordance with clause 1.4; or
      3. EVERPAY exercising its right under these Terms to terminate all or any part of any Order.
    2. EVERPAY may charge the Business Client interest daily on any amounts owing to EVERPAY (including any rollover charges and associated costs or any additional charges as passed by correspondent banks as described in clause 5.7 of the section headed “Terms which apply when buying or selling currency”) at the rate of 4 per cent per annum above the Bank of England base rate from time to time in force compounded daily from the due date until payment.
    3. In the event of a default in payment by the Business Client EVERPAY may without notice to the Business Client combine, consolidate or merge all or any of the Liabilities of the Business Client and may set-off or transfer any sums from time to time owed to the Business Client in or towards the satisfaction of any of the Liabilities of the Business Client and notwithstanding that the Liabilities may not be expressed in the same currency EVERPAY is authorised to effect any necessary currency conversions at the rates then prevailing.
  11. Documentation
    1. EVERPAY will provide the Client with a document confirming the details of each Order which shall, whether sent by fax, post or email be conclusive evidence of the contract formed between the parties.
    2. Unless the Client notifies EVERPAY of any error or omission within the earlier of two Business Days of receipt of any documents issued by EVERPAY to the Client or the date of settlement of the Order, the Client shall be deemed to have agreed and accepted the contents of such documents and shall not thereafter be entitled to dispute the content of any such document which shall, in the absence of any obvious error, be conclusive evidence of the matters stated therein. The Client will contact EVERPAY if it has not received a document confirming the details of an Order within 48 hours of proposing the Order.
    3. Where the Client specifies a date for settlement of the Order which occurs less than two Business Days from the date of the Order, unless the Client notifies EVERPAY of any error or omission in any documents issued by EVERPAY to the Client at the point at which such documents are received by the Client, the Client shall be deemed to have agreed and accepted the contents of such documents and shall not thereafter be entitled to dispute the contract of any such document which shall, in the absence of any obvious error, be conclusive evidence of the matters stated therein.
    4. Documents may be sent by fax, email or post and proof of posting or dispatch or any document or other communications shall be deemed to be proof of receipt (a) in the case of fax or email the day of despatch or if not a Business Day the next Business Day thereafter, and (b) in the case of delivery by first class post 48 hours from the date of posting.

Terms which apply to payment services and our compliance with the Payment Services Regulations

The Terms set out in this section (Payment Terms) apply in relation to any money transfer which you instruct us to make to a third party using the currency which you have bought after an Order is completed (Payment Transaction).

We will provide you with a further copy of these Payment Terms on request.

  1. Instructions to make a Payment Transaction
    1. You can give us instructions to make a Payment Transaction in the following ways:
      1. by telephone;
      2. by email;
      3. through our online platform; or
      4. electronically communicated.
    2. When you give us instructions to make a Payment Transaction, you must give us the security information we request.
    3. In order for us to make a Payment Transaction, if you are making:
      1. a payment in the United Kingdom, you need to give us the recipient’s sort code and account number;
      2. a payment internationally, the recipient’s SWIFT Bank Identifier Code (BIC) or international bank account number (IBAN) or both;
      3. any additional information we may request relating to the beneficiary including name, address and date of birth for compliance purposes.
    4. You must make sure you give us the correct details required under paragraph 1.3 of these Payment Terms. If you do not, your Payment Transaction will not reach the intended recipient even if you have the recipient’s name correct and we will not be liable to you under paragraph 6.4.
    5. By giving us instructions in one of the ways set out in paragraph 1.1 of these Payment Terms and security information we request as set out in paragraph 1.2, you will be treated as having authorised us to make the Payment Transaction.
    6. We will treat any instruction that you give us to make a Payment Transaction as received on the later of:
      1. the date you give us the instruction;
      2. the date of settlement of any Order for the purchase of currency that will be used to make the Payment Transaction; and
      3. the date on which the Payment Transaction is to be made,
      provided that if any instruction would be received on a date which is not a Business Day, or after 5pm on a Business Day, we will treat it as received on the next Business Day.
    7. We will adhere to this to the best of our ability however will not be liable for the failure to make a Payment Transaction in unforeseeable circumstances beyond our control.
    8. You can withdraw your authorisation to make any Payment Transaction by notifying us before the end of the Business Day prior to the date on which the Payment Transaction is to be made. If we have accepted your order at the time you contact us but you are yet to pay for the service, you will be liable for any costs incurred by us in processing and fulfilling your order.
  2. Refusal of instruction to make a Payment Transaction
    1. We may refuse to make a Payment Transaction where you have not complied with this Agreement or where making the Payment Transaction would be unlawful or for any other valid reason.
    2. Where we refuse to make a Payment Transaction, we will tell you as soon as possible by email, telephone, through our online platform or any other contact details you have provided to us unless it is unlawful for us to do so. If possible, we will also tell you the reasons for our refusal to make a Payment Transaction and, where the reasons relate to factual matters, the procedure for rectifying any factual matters that led to the refusal.
    3. We may suspend your ability to make Payment Transactions on reasonable grounds relating to:
      1. security of your security details; or
      2. the suspected fraudulent or unauthorised use of your security details.
    4. Unless it would compromise reasonable security measures, or it would be unlawful, we will inform you by email, telephone, through our online platform or any other contact details you have provided to us of any suspension of your ability to make Payment Transactions and our reasons for doing so. Where we are unable to tell you beforehand, we will tell you immediately afterwards unless it would compromise reasonable security measures or it would be unlawful.
  3. Charges
    1. We do not charge for the payment transaction itself except as otherwise agreed
  4. Execution times for Payment Transaction
    1. Where you ask us to make a Payment Transaction:
      1. in euro, to an account in the EEA; or
      2. in pounds sterling, to an account in the United Kingdom,
      we will ensure that the amount of the Payment Transaction is sent from our account to the account instructed by the end of the Business Day following the date on which your instruction is treated as received in accordance with paragraph 1.6.
    2. Where you ask us to make a Payment Transaction in an EEA currency to an account in the EEA which does not fall within paragraph 4.1, we will ensure that the amount of the Payment Transaction is sent from our account to the account to the account instructed by the end of the fourth Business Day following the date on which your instruction is treated as received in accordance with paragraph 1.6.
    3. If there is an issue with your Payment Transaction for circumstances beyond our control or we need further information regarding the transaction, we will let you know as soon as possible to avoid delaying your Payment Transaction.
  5. Information

    Information before making a Payment Transaction

    1. Where you instruct us to make a Payment Transaction, we will provide the following details to you on request before making the Payment Transaction:
      1. the maximum execution time for making a payment transaction, unless the Payment Transaction is made in a non-EEA currency or the account to which the Payment Transaction is to be made is outside the EEA;
    2. Information when making a Payment Transaction

    3. When making a Payment Transaction, we will provide you with a contract note (trade confirmation) setting out:
      1. a reference to enable you to identify the Payment Transaction;
      2. the amount and currency of the Payment Transaction;
      3. the date of the Payment Transaction;
      4. the date which your funds need to be in our accounts to process the Payment Transaction.
    4. Information after making a Payment Transactions

    5. After making a Payment Transaction, we will provide you with a remittance receipt setting out:
      1. a reference to enable you to identify the Payment Transaction;
      2. an estimated time frame of when the Payment Transaction will be complete;
      3. the recipient’s details of which the Payment Transaction will be sent to.
    6. We may charge you a fee for providing you with a duplicate copy of any contract note which reasonably corresponds to our costs.
  6. Unauthorised or incorrectly executed Payment Transactions
    1. We are liable to you for the correct execution of a Payment Transaction which you instruct us to make to an account in the EEA unless we can demonstrate that the recipient’s bank or payment service provider received the amount of the Payment Transaction in accordance with the execution times set out in paragraph 3.
    2. Where the bank account details for the recipient of a Payment Transaction which you give us in accordance with paragraph 1.3 are incorrect, and we make a Payment Transaction in accordance with your instructions, we will be treated as executing the Payment Transaction correctly. This means that we will not be liable to refund the amount of the Payment Transaction in accordance with paragraph 6.4. However, we will make reasonable efforts to recover the funds involved in the Payment Transaction and may make a charge for this which corresponds to our actual costs of seeking to recover the funds involved.
    3. If we are unable to recover the funds involved in a Payment Transaction where you have given us incorrect bank details in accordance with paragraph 1.3 we will, on written request, provide you all available relevant information for you claim repayment of the funds.
    4. Where we do not correctly execute a Payment Transaction which you instruct us to make to an account in the EEA, we will refund the amount of the non-executed or defective Payment Transaction following an appropriate investigation completed within a reasonable time frame. We will also be liable to you for any charges for which you for which you are responsible or any interest which you must pay as a result of the non-execution or defective execution or late execution of the Payment Transaction. We will need to have evidence of these charges to refund you the costs.
    5. You must tell us about any Payment Transaction which you have not authorised in accordance with paragraph 1.1 or which we have incorrectly executed without undue delay and, in any case, no later than 13 months after the date of the Payment Transaction.
    6. Where we have executed a Payment Transaction which you have not authorised in accordance with paragraph 1.1, we will refund the amount of the unauthorised Payment Transaction unless:
      1. you have acted fraudulently; or
      2. you have deliberately failed to keep your security details safe in accordance with paragraph 7 or have been grossly negligent in keeping your security details safe.
  7. Keeping your security details safe
    1. You should not choose security details which are easy to guess, or which other people might know. You must keep your security details safe and should not disclose these to anyone or write them down in a way in which someone else can find out what they are.
    2. You must tell us without undue delay by telephoning us on 0115 941 5959 or emailing us at support@everpay.com if you have lost your security information or if you believe that someone else knows or has used your security information.
    3. In the event of suspected or actual fraud or security threats, we will use SMS, telephone, post or another secure method to contact you. We will ask to verify your identity for security purposes.
  8. Termination and variation of Payment Terms and Charges
    1. We will give you at least two months’ notice of any termination of the Payment Terms or any change to the Payment Terms.
    2. You will be treated as accepting any change that we make to the Payment Terms unless you tell us that you do not agree to the change, in which case you have the right to terminate the Payment Terms without charge by giving us notice at any time before the change comes into effect.
    3. You may terminate the Payment Terms without charge by giving us notice at any time.
  9. Events beyond our control
    1. We will not be responsible for any failure to make a Payment Transaction in accordance with these Payment Terms where:
      1. our failure is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all efforts to the contrary; or
      2. our failure is due to our obligations under applicable law in the United Kingdom or the EEA.



UK Open Banking Services Terms & Conditions

These Terms are legal terms which legally bind you. As such, please make sure that you have read and understood them before completing our Application Form. The Terms also set out certain limitations as well as guidance on how you are to properly use our Services. We note in particular the following clauses which you should carefully consider before agreeing to use our Services: 2 (Using our Services), 3 (Processing your Payment Transactions and Settlement), 4 (Service Fees and other amounts payable by you), 6 (Data Security and Privacy), 9 (Indemnity), 10 (Liability) and 11 (Warranties and important disclaimers). We also explain the meaning of words and phrases we have given a specific meaning to either in the text below or in clause 19 (Defined terms explained). If you are unsure of any term or have any questions, please feel free to ask us.

  1. Our Services
    1. Service description. We will provide you with the Services with respect to Payment Transactions related to the sale of goods and services between you and your Customers:
      1. under the terms and conditions listed in this agreement;
      2. via direct payment by your customers from their bank accounts to your chosen bank account through Payment Initiation services (Further referred to as PIS services) provided by True Layer Limited; regulated by the Financial Conduct Authority (FCA) with Firm Reference No. 901096.
      3. in the permitted Settlement Currencies; and
      4. in the agreed Territories,
      5. as each of the above matters are identified and agreed in the Application Form.

    2. Our Service standards. We will provide our Services to you in accordance with the terms of the Agreement, in compliance with applicable laws and with reasonable care and skill.
    3. Our service to you. We grant you a limited, revocable, non-exclusive, non-transferable, non-sub-licensable authority to use and access our Services (including any applicable Data) solely for the purposes, and in accordance with the terms set out in the Agreement. We warrant that we have the full power and authority to grant the licence provided in this clause 1.3. as stated in clause 1.1b.
    4. Excluded Transactions. Please be aware that we are under no obligation to provide our Services with respect to any Payment Transaction which is, or we reasonably suspect to be an “Excluded Transaction”.

        Excluded Transactions are Payment Transactions which:

      1. are not related to the sale of goods and services which we have agreed with you including Payment Transactions which fall within the scope of our Restricted Transactions List (as amended from time to time); and/or
      2. would result in either you or us being in breach of any Laws.
      3. Even though we have no obligation to execute Excluded Transactions that you may submit to us, we may do so at our sole discretion, and you will be liable to us for any Service Fees or other amounts which you may owe us related to the execution of those Excluded Transactions.

    5. Other Service functionality and additional Services. We may, from time to time, offer other service functionality or services. This may include: service information, help content, bug fixes, maintenance releases, modifications, amendments and/or upgrades to the existing Services. These additional services and functionality are subject to the terms of the Agreement and/or other terms and conditions made known to you when we make the other service and/or functionality available.
  2. Using Our Services
    1. Your use of our Services. The Services are deemed accepted by you upon the earlier of (i) your execution of the Pricing Schedule; and (ii) your usage of any or all of our Services. You agree at all times to comply with the terms of the Agreement, perform your obligations under the Agreement at your own expense and in a competent and business-like manner and with reasonable skill and care.
    2. The importance of the information you provide us. We agree to provide you with our Services with respect to the information you supply us as part of the application process, including the description of products and services that you sell and any address, premises or websites or online applications you use to trade. Our registration of you as a Merchant to use our Services is expressly and strictly dependent upon this information and descriptions, together with your warranty that you will only use our Services in the course of your own business, trade or professions and not as a consumer.
    3. Please keep us updated on any changes to the information you have supplied us. We reserve the right to accept or reject any Merchant based on the information they provide us (whether as part of the application process or otherwise). If any information you provide to us (including information related to your business model and/or the goods or services you sell and/or acceptance of POS or online payment) changes over time, you must notify us immediately so that the information you have supplied to us is always accurate, up to date, truthful and complete. In particular, you must not use our Services for any other good and/or service that you have not agreed with us, nor trade from any other premises or websites/online applications without seeking our prior written approval. Any approval we may provide related to the sale of goods and/or services you trade in no way constitutes any advice nor opinion by us as to the legality or otherwise compliance with Laws of your trade in such goods and/or services.
    4. Information requests
      1. Information related to your use of our Services. You agree to provide us with any or all information reasonably requested by us related to your use of our Services and to also assist us in resolving any financial or reconciliation query we may have. This may include our or a related service provider’s request for evidence of a Payment Transaction and /or a Customer’s authority to debit their Payment Account (as the case may be) for the amount of the Payment Transaction.
      2. Information we must collect and verify to comply with Laws. In our Application Form we will ask you to provide us with certain information about you and your business’ identity. This information will be used by us to comply with anti-money laundering laws. During the term of the Agreement, you also agree to provide us with any or all additional information which we may reasonably require, at any time, to comply with our legal and regulatory obligations.
      3. Your consent to us checking and verifying your information via third parties. You consent and grant us permission to make any enquiries with any third party we consider necessary to verify any information provided to us, whether to allow you to register and/or continue to use our Services or otherwise. This may include our obtaining, checking and/or reviewing applicable credit reports and/or commercial registers or databases.
      4. Information related to your business. You agree to provide us with any information which we may reasonably require to assess your financial situation (such as financial statements, accounts, invoices etc).
    5. Setting up and maintaining your Settlement Bank Account. You are required during the term of the Agreement (and for such period as may be reasonably necessary after the termination of the Agreement to allow for recovery of any funds due) to establish and maintain in your name (or such other name as expressly approved by us in writing) your Settlement Bank account into which we will facilitate receipt of payments made by your customers as outlined in clause 1.1b of this agreement.
    6. Direct debit mandate. At our request, you agree to arrange and carry out all such acts and sign any documents which instruct and/or authorise us to direct debit from your Settlement Bank Account any amount or sums that you owe us in accordance with the terms of the Agreement. You agree to maintain any such direct debit during the term of the Agreement as well as any longer period where you may still owe us funds.
    7. Use of the Services. To use our Services you must use the Equipment/software either supplied or hired via us. You may be required by us to enter into agreements with Third Party Suppliers for the supply or hire of the Equipment/software. You must only use Equipment/software located in the countries and/or regions that we have agreed with you. You represent, warrant and undertake to comply with any and all legal terms, the Merchant Operating Procedures with respect to your use of the Equipment/software.
    8. Your use of approved Third Party Systems and Services. You agree to only use Third Party Systems and Services from Third Party Suppliers related to your use of our Services where we have provided our prior written approval. If you use an approved Third Party Supplier you authorise us to obtain information from them as we require in order to carry out the Services. If applicable, you agree to pay any testing or accreditation costs incurred by us when approving any Third Party Systems and Services and/or associated Third Party Suppliers. Following our approval of any Third Party System and Services with any Third Party Supplier, you must not use another supplier’s service unless they have been certified and accepted by us.
    9. Your Merchant Systems. You agree during the term of the Agreement that you are responsible, at your own cost, for the provision of all Merchant Systems and/or other goods/services required to use the Services. At all times when you use our Services, you must ensure that:
      1. your Merchant Systems are capable of properly collecting the order or other relevant Customer Data or are otherwise compatible as required to use and receive the Services. Please note that Merchant Systems that have been modified contrary to the manufacturer’s software or hardware guidelines and specifications (including disabling hardware or software controls) are not considered to be compatible Merchant Systems. Using our Services on an incompatible Merchant System is expressly prohibited; and
      2. any transmission of Data is secure and your own operations restrict and make the manipulation of data entries impossible.
    10. Compliance with Laws. You agree to comply with all applicable Laws. You further agree that you are solely responsible for carrying out your business operations and performing any and all sale transactions you enter into with your Customers in compliance with all Laws.
    11. Refunds. You may provide Refunds for Payment Transactions you accept under the terms of the Agreement through your own refund pathway without the involvement of WTUK as this agreement does not cover the facilitation of the refund process. You must however only execute Refunds to the Payment Account used for the original Payment Transaction, subject to any exceptions agreed with us.
      1. Your refunds policy. You agree to offer your Customers a legally compliant refund policy which is consistent with your business’ industry practice and which you will notify your Customers prior to them making a Payment Transaction with you.
      2. Cash refunds. In executing any Refund you will not offer a cash refund for any Payment Transaction, nor accept cash in consideration of making a Refund.
    12. Prohibited Payment Transactions. You must not execute the following types of Payment Transactions:
      1. Excluded Transactions;
      2. Payment Transactions which you expect to receive payment in any other form than what is being submitted through our portal as provided by Truelayer (for example, you will not accept a payment transaction and submit it via our Services and also accept cash as payment); and / or
      3. Payment Transactions that you know, should know or suspect are illegal or otherwise not authorised by the Customer.
    13. You must only accept Payment Transactions for your own account. Your use of our Services is strictly restricted to executing Payment Transactions directly between you and your Customers which are related to the genuine sale of your own goods and services (as described by you and approved by us). You are strictly prohibited from facilitating payments for any item, good and/or service made available or sold by third parties. You are also prohibited from re-selling our Services, and in any way holding yourself out as our agent.
    14. Surcharges and ‘no discrimination’. Subject to any Laws, you must not, and you must make it a policy not to, discriminate against the use of any payment methods in any way (including for any of the goods or services you may sell). You must not require a minimum or maximum Payment Transaction amount to accept a valid Payment Instruction. Where you add any surcharge to a Payment Transaction you agree to provide complete and transparent information related to such surcharge. You agree that we have no liability nor responsibility to any Customer where you have failed to inform the Customer of any surcharge or related matter. You acknowledge and agree that if you are permitted to surcharge under any applicable Laws and you fail to disclose any form of surcharge to a Customer, it is possible that this may constitute an offence by you.
    15. Your Floor Limit. From time to time we may notify you of a monetary limit applicable to your Payment Transactions which we refer to as a “Floor Limit”. You will not complete a Payment Transaction which is above the Floor Limit without first obtaining a valid Authorisation or pre-approval from us to do so. We retain sole discretion as to any approval we may provide in connection with a Floor Limit.
    16. Disclosure of your business identity to your Customers. You must clearly and prominently disclose and make available to your Customers details of your business identity in plain and intelligible language. You must ensure that your Customers are aware that you are responsible for the submission of Payment Transactions and the supply of goods or services throughout their course of dealings with you. This includes providing a transparent and easily found notice of your business/trading name and your contact details (as appropriate) on your business premises, websites or other remote sales channels.
    17. You are responsible for carrying out your sales transactions with your Customers. You agree to carry out and perform any sales transaction you enter into with your Customers (including matters such as delivery of goods (whether physical or digital) and/or the provision of services that are part of the sales transaction). You further agree to provide any and all customer support services to your Customers relating to your sale of goods or services. You must also offer your Customers customer service and complaints contact details. In performing customer service, you agree to always represent yourself and your business operations as a separate entity or operation from us. We are not responsible for any goods and/or services, offered or sold by you.
    18. Protecting our reputation and goodwill. You agree not to carry out any action or omit from acting in a manner which we may consider (acting reasonably) to adversely impact our goodwill or reputation.
  3. Processing Your Payment Transactions and Settlement
    1. Obtaining Authorisation. Before we can process your inward Payment Transactions, our contractors; TrueLayer will obtain Authorisation from your customers in line with Payment Services Regulations 2017.
    2. Submitting Payment Records. A condition of us processing your Payment Transactions is that you supply us with the Payment data in the form and manner set out in the Merchant Operating Procedures. You must ensure that only one Payment Transaction data set is provided for each Payment Transaction.
    3. Our risk management and taking a ‘Reserve’. We may in our discretion from time to time request from you and upon such request, you agree to provide us with a monetary amount(s) which, we will use to create a reserve account, to secure the performance of your obligations under the Agreement (the “Reserve Account”). The funds deposited in the Reserve Account are known as the “Fixed Reserve and/or Rolling Reserve” (hereinafter collectively referred to as the “Reserve”) and the amount(s) of the Reserve is defined in the Pricing Schedule. You agree to provide us with the funds to create the Reserve in the following ways:
      1. by you paying us, at our request (whether agreed in the Pricing Schedule, Application Form or otherwise), a direct payment (“Fixed Reserve”); and/or
      2. by you issuing us with a monthly direct debit mandate to transfer from your settlement account a fixed sum equal to a certain percentage of your Payment Transaction volume as duly agreed in the pricing schedule. By signing the Application Form and agreeing to these terms and conditions, you are agreeing to providing us with such instructions with effect from the Effective Date.
    4. How we may use the Reserve. You agree that we may apply with immediate effect funds represented by the Reserve at our sole discretion against any Expected Liabilities which you may owe us, including our right to set-off in accordance with clause 4.8.
    5. Settlement. Funds will move directly from the payment account of your customers to your nominated settlement account using the open banking technology and regulatory framework provided by TrueLayer.
    6. Please note that following termination of this agreement, we reserve the right to hold the reserve up and until such time as all expected liabilities under this agreement have expired or been paid in Full.
  4. Service Fees and Other Amounts Payable by You
    1. Service Fees. In consideration for our provision of the Services, you undertake to pay us the Service Fees and all other amounts which are due and/or payable by you in accordance with the terms of the Agreement. Our right to charge you the Service Fees as set out in the Pricing Schedule includes (but not limited to) following Service Fees: (i) Set-Up Fee, (ii) Annual Fee, (iii) Authorisation Fee, (iv) FX Margin,(v) Minimum Monthly Fee, (vi) Early Termination Fee, Administration Fee , and any other similar fees and charges imposed by TrueLayer and/or by us in connection with the provision of our Services to you.
    2. We reserve the right to amend the Agreement at any time, including the conditions in the Pricing Schedule in case we become aware that you form part of the corporate group with another prospect merchant and/or with our existing Merchant, in order to cover liability of the member of such corporate group towards us.
    3. Electronic invoice. You agree that we may send you an electronic invoice with the total amount of the Service Fees. In the absence of any contrary agreement, and where relevant, we will nominate the currencies (or currency equivalent) by which the Service Fees will be paid.
    4. VAT and Taxes. All sums (including Service Fees) referred to the Agreement are exclusive of VAT. Any VAT properly chargeable in respect of sums referred to in the Agreement are payable in addition to such sum at the relevant rate from time to time. Further, you agree to pay and be responsible for determining any and all taxes and/or duties assessed, incurred, or required to be collected, paid or withheld for any reason in connection with the sale or purchase of any products or services for a Payment Transaction, or otherwise in connection with any action, inaction, omission by you or any Affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives (“Taxes”). You are also responsible for collecting, withholding, reporting and remitting correct Taxes to the appropriate tax authority. We and our Affiliates are not obligated to determine whether Taxes apply to you and are not responsible for calculating, collecting, reporting or remitting on your behalf any Taxes to any tax authority arising from any Payment Transaction.
    5. Late payment interest. All amounts owed by you under the Agreement but not paid when due and payable, will bear interest from the date such amounts are due and payable at 2% per annum above the base rate of the Bank of England from time to time (accruing daily). This interest rate may vary without notice and apply with immediate effect when there is a change in the Bank of England base rate. Details of The Bank of England Base rate are accessible via: www.bankofengland.co.uk.
    6. Set-off. In all cases, the amounts due under the Agreement by you to us will be paid by you to us in full without right of set-off or deduction, unless otherwise agreed by us in writing. We shall be entitled at any time, without Notice to or demand on you, to set-off, appropriate or apply any sums held by us and due from us to you under this Agreement against any debt or claim or obligation of whatever nature that you owe to us, whether or not such debt or claim or obligation has matured.
    7. Third party fees. When using our Services, you are responsible for any fees, costs, liabilities or other charges that may be levied by your Third Party Suppliers (which may include for example, telecommunication carriers that levy fees related to data and messaging services) and you agree and acknowledge that we are not responsible nor liable for those fees or liabilities.
  5. Duration and Termination of the Agreement
    1. Initial Term. The Agreement will come into effect on the date the Pricing Schedule has been executed by both parties (known as the “Effective Date”) and will continue for an initial minimum period of twelve (12) months unless, the Agreement is terminated earlier in accordance with its terms (the “Initial Term”).
    2. Automatic extension of the Initial Term. The term of the Agreement will automatically extend for one (1) year (“Extended Term”) at the end of the Initial Term and at the end of each subsequent Extended Term, unless the Agreement is terminated earlier in accordance with its terms.
    3. Termination by mutual agreement. The Agreement may be terminated, at any time, by mutual written agreement of the parties. The termination of an Agreement shall enter into force on such date as the parties may agree.
    4. Your right to terminate for convenience with notice. You may terminate the Agreement at any time by giving us one (1) month prior written notice.
    5. Our right to terminate for convenience with notice. We may terminate the Agreement at any time by giving you one (1) month prior written notice.
    6. Each party’s rights to immediately terminate the Agreement. Without prejudice to any rights that have accrued under the Agreement, or any of party’s rights or remedies, either party may at any time terminate the Agreement with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
      2. the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
      3. the other party is subject to a Bankruptcy, Insolvency, Winding up or other similar Termination Event; and/or
      4. the result of Laws, Regulatory Authority rules or guidance or any change in or any introduction thereof (or change in the interpretation or application thereof) means that it is unlawful or contrary to any such law, rules, order or regulations for either of the parties to perform or give effect to any of its obligations hereunder and such obligation cannot be readily severed from the Agreement.
    7. Our right to immediately terminate the Agreement. Without prejudice to any rights that have accrued under the Agreement or any of the party’s rights or remedies, we may at any time terminate the Agreement with immediate effect by giving written notice to you if:
      1. there is a change of control of you or you dispose of a substantial part of your assets. In this clause, “control” means the possession by any person(s) or nominee(s) directly or indirectly of the power to direct or cause the direction of another person and “change of control” is construed accordingly;
      2. we are unable to verify your information in the manner set out in clause 2.4;
      3. you are an individual and you die or you are a partnership and your partnership ends;
      4. your agreements with your Third Party Suppliers used in connection with your use of the Services terminate or we consider the terms which you have entered into with such Third Party Suppliers are unacceptable, and/or such supplier fails to comply with any Merchant Operating Procedures;
      5. your Third Party Supplier used in connection with your use of the Services is subject to a Bankruptcy, Insolvency, Winding up or other similar Termination Event;
      6. we have reason to believe that your business and/or use of our Services: damages, corrupts, degrades, destroys and/or otherwise adversely affects the Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you;
      7. there is a material change in the type of business activities you carry out, including such a material change in the goods and services you sell to Customers;
      8. you incur any Fine;
      9. we are unable to receive payment for services rendered under this agreement
      10. there is a significantly adverse decrease in your business operations, revenues, profits or financial position;
      11. you have breached clause 6 (Data Security and Privacy) and/or any information you submit to us or any of the warranties you provide us in the Agreement are found to be untrue or misleading;
      12. you use our Services on an incompatible Merchant System as referred to in clause 2.9(a);
      13. you, your s and/or Third Party Suppliers have acted or omitted to act in any way which we reasonably determine to diminish our, our Affiliates and business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or
      14. we are unable to provide the Services to you through the inability of a Third Party Supplier to provide us with any good and/or service that we require to provide the Services to you (including any notice given to us by an AIS/PIS provider to terminate our relationship with you).
    8. Other actions we may take. If you have breached the terms of the Agreement (including a breach of your obligation to pay us any amount owing), we are otherwise entitled to terminate the Agreement, or if other terms of the Agreement otherwise permit us to do so, we may:
      1. suspend your use of our Services (in whole or in part) in which case we will not treat any Payment Transaction orders that you may wish to make as being received by us;
      2. report any Payment Transaction, Data and/or any other relevant information about you and your use of our Services to the relevant Regulatory Authority, law enforcement agency and/or government department; and/or
      3. if appropriate, seek damages from you.
    9. Your obligation to inform us of certain events. You undertake to immediately notify us if you reasonably suspect any event or proceeding as set out in clauses 5.6(c) and 5.7 is likely to occur (or has occurred).
    10. Consequences of termination. Termination of the Agreement, for any reason, does not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination (including your obligation to pay our Service Fees and/or other amounts due by you to us and does not automatically resolve any dispute where you may be involved). Other than as set out in the Agreement, neither party has any further obligation to the other under the Agreement after its termination.
    11. On termination of the Agreement:
      1. you must cease using our name, the name of any AIS/PIS provider we have used for the purpose of delivering this service to you and must remove all of our trademarks, logos and any or all materials referencing such provider.
      2. you must immediately pay to us all amounts owed by you to us under the Agreement (including any Service Fees which are apportioned as due from you up until the time of termination) and we will immediately pay you all amounts owed to you by us under the Agreement (including any Service Fees paid in advance to be re-imbursed proportionately), but in all circumstances subject to the provisions of clauses 3 (Processing your Payment Transactions and Settlement) and 4 (Service Fees and other amounts payable by you), including our ability to hold onto the Reserve if any;
      3. all capabilities granted by us under the Agreement terminate immediately and (if applicable) you must cease use of all our Services; and
      4. we have no responsibility to you to supply you with the details of any Data, nor have it stored or otherwise held for you.
    12. Early Termination. If (i) we terminate the Agreement by virtue of clause 5.6 or clause 5.7 above or if (ii) you terminate the Agreement within six (6) months after the Effective Date, then (without prejudice to our other rights and remedies under the Agreement), you agree to pay us an early termination fee, in an amount as defined in the Pricing Schedule (“Early Termination Fee” or “ETF”). You agree to pay us the ETF immediately upon such termination of the Agreement and you acknowledge and agree that we shall have the right to deduct the total amount of ETF as provided by clause 4.2. You agree that the Early Termination Fee is not a penalty, but rather is a reasonable amount to cover our expenses related to the early termination according to this provision. Notwithstanding the above, no ETF will be charged to the extent it is restricted by Laws.
    13. Provisions which remain in force after termination. Any provision of these Terms or as set out in the Agreement which expressly or by implication is intended to come into or continue in force on or after termination of the Agreement, including this clause 5, clause 1 (Our Services), clause 3 (Processing your Payment Transactions and Settlement) clause 4 (Service Fees and amounts payable by you), clause 6 (Data Security and Privacy), clause 8 (Intellectual Property and promotional matters), clause 9 (Indemnity), clause 10 (Liability), clause 11 (Warranties and important disclaimers), clause 12 (Confidential Information), clause 16 (Governing law and jurisdiction), clause 18 (Other Important terms) and clause 19 (Defined Terms Explained) remain in full force and effect.
  6. Data Security and Privacy
    1. Keeping Customer Data secure. You are responsible and must ensure that any Customer Data that you store (or which a third-party stores on your behalf) is held securely and in accordance with the Payment Services Regulations 2017, the GDPR and the Data Protection Act 2018 and you agree to (and will procure that any relevant third party will) be bound by and comply with the terms of the same. You must not sell, purchase, provide, exchange or in any manner disclose Payment Transaction details of a Customer to anyone other than us or in response to a valid regulatory demand. In providing the Services we are responsible for the security of Customer Data we possess or otherwise store, process or transmit on your behalf, or to the extent that we could impact the security of your Customer Data environment.
    2. Security audit. We may require that you do not store any Customer Data on any server maintained by yourself or any third party, without first undergoing, at your own cost, a security audit which should be carried out by a reputable security auditors.
    3. You must notify us immediately of a security breach. You must notify us immediately if you become aware of or suspect any security breach relating to Customer Data. You must also immediately identify and remedy the security breach of the Customer Data.
    4. You must notify us immediately of a Personal Data Breach. You must notify us immediately if you become aware of or suspect an incident that may involve a Personal Data Breach. You must also immediately identify and remedy the security breach of the Customer Data, or if remedying the breach is not possible, take steps to mitigate the consequences of the incident.
    5. Appointment of a forensic investigator. If a Customer Data security breach occurs (whether caused by yourself or a third party you are using), you will be liable for any costs and fines. If it is identified that a Customer Data security breach can be tracked back to your business, you agree, at our request and at your cost, to appoint a third-party forensic investigator.
    6. Obligations under the GDPR. We each have our respective obligations to relevant government authorities and, to individuals whose Personal Data we process, to comply with applicable Data Protection Laws. We each act as a controller in our own right, in regard to our respective processing of Personal Data.
    7. Privacy Notice. Our Privacy Notice describes our processing activities as controllers of the Personal Data of you, individuals connected to you, and other business contacts, in accordance with GDPR requirements. In fulfilling our duties to relevant government authorities and to individuals whose Personal Data we process under applicable Data Protection Laws, we will process Personal Data that you share with us, or that we obtain from other sources on your behalf, only for the relevant purposes that are set out in our Privacy Notice or any supplemental notice that we may provide to you. For more detail, please refer to our Privacy Notice, which is published on our website at: www.everpay.com.
    8. Transfers of Personal Data. If you disclose or transfer Personal Data to us concerning individuals connected to you or otherwise relevant to the provision of our Services to you (including Customers), it shall be your responsibility as the controller of that data to transfer or otherwise disclose such Personal Data in compliance with GDPR requirements including (without limitation) by:
      1. transferring the Personal Data to us only as necessary for us to provide the Services;
      2. having a lawful basis for disclosing the Personal Data to us;
      3. providing all the information required to be provided by the GDPR, in the applicable circumstances, to the relevant individuals concerning the transfer of their Personal Data to us (including a link to the Privacy Notice published on our website and:
      4. assuming the primary responsibility for responding to data subject access requests in relation to Personal Data that you have shared with us.
      5. We may share Personal Data you have disclosed or transferred to us with (i) any member of our group of companies, which means our ultimate holding company and its subsidiaries and (ii) third parties if we are under a duty to disclose or share Personal Data in order to comply with any legal obligation in line with Laws.

    9. Cooperation. We will cooperate with you, upon request and where reasonably possible, to ensure that the required information referred to above is made accessible to the relevant individuals, including data subjects; and we will meet our own obligations to provide information directly to the individuals concerned, such as any customised privacy notice that we may issue to address a specific matter if required by particular circumstances; but in most cases, it would be impossible, or would require disproportionate effort to provide notice directly to all individual third parties, including Customers, that are connected to you when you share their Personal Data with us. You may also have obligations under the GDPR and you will reasonably cooperate with us with respect to any Personal Data that is shared between us, in order to facilitate compliance with the relevant provisions of the GDPR.
  7. Records and General Audit Rights
    1. Account Statement. Where you maintain your settlement account with us, we will provide you with a periodic account statement of all your transactions, including Refunds (“Account Statement”).
    2. You must keep your own records and notify us of any errors or unauthorised activity. You are responsible for maintaining your own records with respect to Payment Transactions and any other associated Data that we make available to you under the Agreement and for reconciling such information with your own records. You must notify us as soon as possible (and no later than thirteen (13) months after the relevant Payment Transaction date) of any unauthorised or incorrectly executed Payment Transactions reflected in your Account Statement.
    3. Data retention. You agree to store and keep secure legible copies of all relevant Data for a period of at least five (5) years following the Payment Transaction associated with the Data, in a manner and form permitted under applicable Laws.
    4. General audit rights. Without prejudice to the privacy and security audit provisions in clause 6, you will permit us (or our authorised representatives or the applicable AIS/PIS provider to audit your procedures, records and performance related to any matter referred to in the Agreement in such a manner as we may reasonably consider appropriate. You agree to co-operate in any audit request and to provide reliable truthful and complete answers to any questions raised during an audit including, providing upon our request, access to and co-operation by your auditors on matters concerning any audit. We may retain copies of records which we ascertain during the course of any audit, such copies to be considered “Confidential Information” for the purpose of the Agreement. Each party will bear their own costs with respect to complying with the auditing provisions of this clause 7.
  8. Intellectual Property and Promotional Matters
    1. Display of payment logo. By using our Services to accept Payment Transactions, you must clearly display the details of your acceptance of our Payment option including that of our named contractor for the provision of the PIS service in the manner and form as we notify to you. This may include various interactive points in your Customer promotion and sale process and when payment options are presented to your Customers.
    2. Our ownership of Intellectual Property Rights. All our Payment Scheme’s Intellectual Property Rights used by you in clause 8.1(and any of our Intellectual Property Rights created or derived therefrom) remain the property of or vest in, (as the case may be)us,. Unless expressly provided in the Agreement, nothing in the Agreement will be interpreted as granting you a licence to use any of our Schemes Intellectual Property Rights.
    3. No transfer of Intellectual Property Rights. The Agreement does not assign any Intellectual Property Rights existing as at the Effective Date, nor does it assign any Intellectual Property Rights which are created or developed by or on our behalf during the term of the Agreement or otherwise. You acknowledge and agree that you do not acquire any ownership rights by downloading material which is copyrighted (or subject to any other form of Intellectual Property Right).
    4. Use of logos and trademarks. Each party grants the other party (and to the Card and Payment Schemes) a fully paid up, limited, non-exclusive, personal and non-transferable licence to use its logo(s) and trademarks (i) for the purpose of performing their obligations under the Agreement; and (ii) you allow us and our named PIS provider to use your name or logo to identify you as a participating merchant of our, Services (including in marketing materials). Except as licensed here, each party retains all right, title, goodwill, and interest in and to its trademarks and logo(s). In using each other’s trademarks or logos, the parties will follow any guidelines for logo or trademark usage provided by the owner of the trademark or logo being used.
    5. Restrictions. Except as expressly permitted by us in writing, you may not, and may not attempt to, directly or indirectly:
      1. modify, alter, tamper with, translate, repair, display, reverse engineer, disassemble, decompile, perform, reproduce, create derivative works from, attempt to ascertain or list the source programs or source code or in any way exploit any of our Intellectual Property Rights as described in clause 8.5 of this agreement; nor
      2. transfer, sub-license, loan, sell, assign, lease, rent, distribute or grant rights in full or in part to any person or entity in our Service and/or our Intellectual Property Rights.
  9. Indemnity
    1. You agree to indemnify, defend and hold us and our Affiliates (and their respective directors, officers, owners, co-branders or other partners, information providers, licensors, licensees, consultants, employees, independent contractors agents and other applicable third parties) (each an “Indemnified Party”) harmless from and against all claims, demands, causes of action, debts, judgments, liabilities, costs, penalties, interest, taxes, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) (collectively “Losses”) suffered or incurred by an Indemnified Party arising out of, as a result of, related to, or in connection with:
      1. the actual or alleged breach, or negligent performance, or non-performance, or delay in performance of the Agreement (including a breach of clause 6 (Data security and Privacy)) by you, your employees, agents or sub-contractors or the warranties, representations, covenants, certifications, acknowledgments and/or obligations made by you in the Agreement;
      2. a Payment Transaction, Refund, Fine;
      3. you being in alleged or actual breach of any Laws or failure to comply with any Regulatory Authority;
      4. your breach or negligent performance or non-performance or delay in performance of any agreement or other legal relationship you have entered into with your Customers or Third Party Suppliers;
      5. our acting on the instructions of your Third Party Suppliers (including if we collect your fees on behalf of agreements you have with your Third Party Suppliers);
      6. your business operations, a dispute you have with your Customers, the goods and/or services you supply and/or their delivery;
      7. any claim made against us for actual or alleged infringement and/or violation of our or a third party’s Intellectual Property Rights and/or proprietary rights (including actual or alleged infringement of any applicable licensing requirement) arising out of or in connection with your use of the Services;
      8. us defending or being joined as party in any proceedings related to the customer/service provider relationship between you and your Customers or the relationship between you and your Third Party Suppliers and/or any damages awarded against us in respect of any such proceedings;
      9. any claim arising out of our permitted use, promotion or distribution of the information, related trademarks and logos, or images and other materials that you provide us;
      10. your wrongful or improper use of the Services, the goods and/or services you provide; and/or
      11. the enforcement (or attempted enforcement) of the Agreement.
    2. Our right to deal with any claim. You agree that we are entitled in our sole and absolute discretion to accept, dispute, compromise or otherwise deal with any claim, alleged claim, loss or liability which is made against us.
    3. We may ask you and upon such request you agree to maintain for the duration of this Agreement, with a reputable insurer, adequate and reasonable business insurance to cover all your obligations under this Agreement.
  10. Liability
    1. Liability not excluded under the Agreement. Notwithstanding any other provision of the Agreement, neither party excludes or limits liability to the other party for:
      1. fraud or fraudulent misrepresentation;
      2. death or personal injury caused by negligence;
      3. a breach of any implied condition as to title, encumbrances and/or quiet enjoyment; or
      4. any matter for which it would be unlawful for the parties to exclude liability.
    2. Matters we are not liable. Subject to clauses 10.1, 10.3, 10.6 and 10.7, we are not in any circumstances liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
      1. any loss (whether direct or indirect) of profits, sales, business, business opportunities, revenue, turnover, reputation or goodwill;
      2. any loss or corruption (whether direct or indirect) of data or information;
      3. any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time);
      4. any loss or liability (whether direct or indirect) under or in relation to any other contract; and/or
      5. any other special, indirect or consequential losses.
    3. Matters where we are liable. Nothing in this clause 10 excludes or limits our liability to you for the following:
      1. charges you are responsible for, and any interest you may have to pay as a result of our non-execution and/or defective execution of a validly submitted Payment Transaction;
      2. for the transmission in accordance with applicable Laws of a Payment Transaction order where you have validly initiated the payment as the intended recipient of the funds which are the subject of the Payment Transaction.
    4. Clause 10.2 does not prevent claims, which fall within the scope of clause 10.5 for direct financial loss that is not excluded under any of the categories set out in clause 10.2.
    5. Our liability cap. Subject to the other sub-clauses of this clause 10 our total aggregate liability (whether the liability arises in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent but not fraudulent), restitution or otherwise), arising in connection with the performance or contemplated performance of the Agreement or any collateral contract is limited to an amount equal to the total Service Fees due to us or paid under the terms of the Agreement during the six (6) month period immediately preceding the event giving rise to the claim for liability.
    6. Non-execution or defective execution of Payment Transactions initiated by you when you:

      Are the intended recipient of the funds. Where you correctly initiate a payment as a payee (such as when you are the intended recipient of the funds), we are responsible under Laws to correctly transmit your payment order. If we are liable for any non-executed or defectively executed payment order under this clause, we will immediately re-transmit the payment order and undertake other activities to track the payment as well as come back to you with information we find out following our investigations. If we discover that we are not liable, it may be that your Customer’s or other applicable person’s payment service provider is responsible in which case they are liable to pay you the amount of the incorrectly or defectively executed payment transaction.

    7. No liability due to your failure to comply with the Agreement or events outside our control. We have no liability to you for any failure or delay in performing our obligations under the Agreement if such failure or delay is caused by your acts, omissions or results from actions taken by us in good faith to avoid being in breach of any Laws, and agreements with our PIS provider or is otherwise caused by acts or omissions of third parties or circumstances beyond our reasonable control.
  11. Warranties and Important Disclaimers
    1. Warranties provided by you. Unless expressly agreed otherwise in writing, you represent, undertake and warrant to us at the Effective Date and each time you use our Services that you are a Merchant with your registered office and/or who carries out your key business activities within its permitted jurisdiction and that you have the right, power, ability, full capacity and authority to enter into and perform your obligations under the Agreement.
    2. We are not responsible for the underlying sales transaction. We are not a party to a sales contract, promotion or loyalty/reward programme between you and your Customers (prospective or otherwise) and we will not mediate disputes between you and your Customers nor enforce or execute the performance of any sales, offer or loyalty/reward programme contract. You are responsible for ensuring that your use of our Services is not inconsistent with any other agreement you may have entered into with your Customers.
    3. We are not responsible for Third Party Suppliers. You are solely responsible and liable for (and we are not responsible or liable for) your communications, contracts, agreements, arrangements and/or disputes with and/or entered into with Third Party Suppliers. Any such matters are specifically and solely between you and the applicable Third Party Supplier. Any warranties or representations made with regard to any Third Party Supplier and their business or any products or services are made by the applicable Third Party Supplier only, and not by us. You acknowledge that the applicable Third Party Supplier is solely responsible for the goods and/or services provided by them and for its products and services quality, suitability and fitness for purpose. You agree to release us, our Affiliates and our and their respective directors, officers, employees, owners, licensors and agents from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any communications, organised activities or disputes between you and any Third Party Supplier.
    4. General disclaimer. Our Services (including all content, functions and materials) are provided on an “as is” basis. To the fullest extent permitted by applicable Laws and under all circumstances other than those expressly made in the Agreement, we, our Affiliates, and their agents, co-branders or other partners (collectively, “Our Associated Parties”) make no conditions, representations or warranties of any kind, express or implied, howsoever regarding the Services including:
      1. any implied conditions, representations and/or warranties of merchantability, satisfactory quality, and/or fitness for a particular purpose; and/or
      2. that our Services will meet your requirements, be compatible with your Merchant Systems, any Equipment or will contain any particular features or functionality.
    5. Our right to conduct Service maintenance. From time to time, we may carry out maintenance of our Services which may result in certain parts of our Services not being available or accessible, in which case we endeavor to give you advance notice via e-mail.
    6. You are responsible for implementing safeguards when using our Services. While we endeavor to maintain an uninterrupted Service, and except as expressly provided for in the Agreement and as required by applicable Laws, we do not guarantee your access to our Services will be delivered uninterrupted, securely, timely or error-free, or that the Services will be free from viruses or other harmful properties. It is your responsibility to implement satisfactory safeguards and procedures to make sure any files you obtain through our Services are free from contaminations or other harmful properties.
  12. Confidential Information
    1. Each of the parties will keep confidential and will not disclose to any person any information, whether in written or any other form, disclosed to it (“receiving party”) by or on behalf of the other party (“disclosing party”) in the course of the discussions leading up to or the entering into or performance of the Agreement and which is identified as confidential or is clearly by its nature confidential (“Confidential Information”) except in so far as the Confidential Information:
      1. is required by a person employed or engaged by the receiving party in connection with the proper performance of the Agreement; or
      2. is required to be disclosed by law, provided that the party disclosing the information notifies the other party of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure must be made and will take all reasonable action to avoid and limit such disclosure.
    2. Confidential Information includes information relating to:
      1. Customers and their Payment Transactions; and
      2. our business and the Merchant Operating Procedures.
    3. Any disclosure of Confidential Information permitted under the Agreement will be in confidence, will only be to the extent that any persons to whom the information is disclosed need to know the same for the performance of their duties in accordance with the Agreement and the receiving party is obliged to procure that all such persons are aware of the obligation of confidentiality and undertake to comply with it.
    4. Each party hereby undertakes to the other to use the Confidential Information disclosed to it by or on behalf of the other party solely in connection with the performance of the Agreement and not otherwise for its own benefit or the benefit of any third party.
    5. Confidential Information does not include information which:
      1. is or becomes generally available to the public otherwise than as a direct or indirect result of disclosure by the receiving party or a person employed or engaged by the receiving party contrary to their respective obligations of confidentiality; or
      2. is or was made available or becomes available to the receiving party otherwise than pursuant to the Agreement and free of any restrictions as to its use or disclosure.
    6. Notwithstanding the above, nothing in the Agreement prevents us from utilising your information (including your Confidential Information) for the purposes of carrying out our Services as required to liaise with the PIS provider or any other financial or credit institutions, or as set out in our Privacy Policy.
    7. Without prejudice to any other rights or remedies that the disclosing party may have, the receiving party acknowledges and agrees that if the Confidential Information is used or disclosed other than in accordance with the terms of the Agreement, the disclosing party is, without proof of special damage, entitled to seek an injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this clause 12, in addition to any damages or other remedy to which it may be entitled.
  13. Changing Our Terms
    1. From time to time, we may wish to change these Terms.
    2. Our right to amend by providing two (2) months prior notice. We may vary these Terms by giving you at least two (2) months prior written notice (“Change Notice”) or otherwise with your agreement in writing. If we provide you with a Change Notice, you are entitled to terminate the Agreement, without charge, by providing written notice to us, provided such notice is given within the two (2) months’ notice period we give you before the applicable variation of the Terms becomes effective. Following the expiration of our Change Notice (and if you have not terminated the Agreement before the Change Notices’ expiration), you will be deemed to have accepted the changes to the Terms on the date the applicable variation becomes effective.
    3. Amendments to other important documents. Amendments to these Terms that are required by applicable Laws will be deemed automatically amended according to such Laws.
    4. Without prejudice to clauses 13.2 and 13.3 above, the parties may agree, in writing, to amend the Agreement. An amendment shall enter into force on such date as the parties may agree.
  14. Notices

    Any notice or other communication required to be given under the Agreement or under Laws must be given by email or post or by commercial courier, addressed to the other party at its address contained in the Application Form or such other address as notified to the other for the purposes of the Agreement. You agree to maintain a valid email address and access to the Internet to receive notices under the Agreement. Any notice sent by email will be deemed received one (1) hour after being sent, or if sent after 5pm, at 9am the next Working Day - provided that an undeliverable receipt has not been returned to the sender by this time. Any notice so given by post will unless the contrary is proved, be deemed served at the expiry of three (3) Working Days after it is posted and in proving such posting it will be sufficient to prove that the envelope containing the notice was properly addressed and posted as a first class pre-paid letter. Any notice so delivered by commercial courier, will be deemed to have been duly received on the date and at the time that the courier’s delivery receipt is signed.

  15. Dispute Resolution and Complaint Handling

    Please contact us in the first instance. In the event of any dispute or difference or claim howsoever arising between you and us in connection with or in relation to the Agreement, including any dispute regarding the existence, validity or interpretation of the Agreement you should, in the first instance contact us via complaints@everpay.com. We endeavour to respond to any complaint or dispute within 15 Working Days with a view to finding a satisfactory solution, however this may be extended to 35 Working Days in case the information required is beyond our control.

  16. Governing Law and Jurisdiction

    The Agreement (including these Terms) is governed by the Laws of United Kingdom and any dispute between us unresolved by the process set out above will then be resolved exclusively in the Courts of United Kingdom.

  17. Regulatory Disclosures
    1. The following information is provided to you in accordance with our obligations under applicable Laws which implement the PSD2.
    2. Our name and address. WTUK Limited having its registered address and head office located at: Chesterfield House, 1 Station Street,Bingham, Nottinghamshire, NG13 8AQ
    3. Our regulator. We are regulated by the UK Financial Conduct Authority.
    4. Framework contract. The terms and conditions set out in these Terms constitute our “framework contract” as defined by the PSD2 and any applicable Laws implementing the PSD2 in your jurisdiction.
    5. Execution times. Upon approval through the payment initiation service provided as per clause 1.1b of this agreement, we will facilitate the direct credit of your named settlement account on the same working day as when the customer initiated the purchase
    6. Fraud and security threats. We will notify you in accordance with clause 14 in the event that we suspect or detect that one or more Payment Transactions are fraudulent, or we believe that one or more Payment Transactions are or will be under security threats.
    7. Limits to the Services. We may suspend the provision of the Services for objectively justified reasons relating to the security of Payment Transaction, the suspicion of unauthorized or fraudulent Payment Transaction, the lawfulness of a Payment Transaction, a request from our PIS provider or a significantly increased risk that you may be unable to fulfil your liability to pay us the Service Fees and all other amounts which are due and/or payable by you in accordance with the terms of the Agreement. In such cases we will inform you of the suspension of the Services and the reasons for it in accordance with clause 14, where possible, before the Services are suspended and at the latest immediately thereafter, unless providing such information would compromise objectively justified security reasons or is prohibited by other relevant law. We will resume the Services once the reasons for blocking no longer exist.
  18. Other Important Terms
    1. Interpretation. The term: “party” or “parties” means a party to the Agreement. Use of the word “including” in the Agreement, also includes the words: “without limitation” immediately following the word “including”. Further, any phrase introduced by the words ‘including’, ‘includes’, ‘in particular’ or ‘for example’ or similar will be construed as illustrative and will not limit the generality of the related general words. Words in the singular include the plural and those in the plural include the singular. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being in force made under it. Headings are included for convenience and do not impact the interpretation of the operative provisions of the Agreement. References to clauses are, unless otherwise provided, references to the clauses of these Terms. To the extent there is any inconsistency between the terms of the Pricing Schedule and the Terms, the Pricing Schedule will prevail.
    2. Severability. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected. If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the parties will negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
    3. Third party rights. Except for any of our Affiliates and the other persons referred to in clauses 9.1 (Indemnified Parties) and 11.4 (Our Associated Parties) nothing herein, express or implied, will be deemed to be for the benefit of any third party or create any third-party rights or standing to sue.
    4. Our use of third parties. We may, at any time during the terms of the Agreement, contract or engage with other goods and service providers with respect to providing you with the Services.
    5. No waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy precludes or restricts the further exercise of that or any other right or remedy.
    6. Remedies are cumulative. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    7. Assignment and sub-contracting. You may not assign, novate or otherwise transfer the Agreement or any rights or obligations under it, in whole or in part, without our prior written consent. You may not sub-contract or otherwise dispose of or deal with any or all of your rights and/or obligations under the Agreement in whole or in part without our prior written consent. We may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of our rights and obligations under the Agreement.
    8. Entire agreement. The Agreement, and any other documents referred to therein constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement. Each party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (“Representation”) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement or other documents referred to in the Agreement. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation will be for breach of contract.
    9. No agency etc. Nothing in the Agreement is intended to, or will be deemed to, establish any partnership, agency, fiduciary duty, joint venture or any other form of legal association between any of the parties. We are independent contractors for all purposes.
    10. Publicity and announcements. Without prejudice to clause 8.4, we shall have the right to refer to you, the subject matter of the Agreement, or to the Agreement in any publicity or advertising material without first obtaining your prior written consent.
    11. Joint and several liability. If you comprise more than one (1) person (eg a partnership) each legal person has joint and several liability under the Agreement. Each legal person will be individually responsible for any amounts owed to us under the Agreement.
    12. Non-exclusivity. All Services provided by us under the terms of the Agreement are provided on a non-exclusive basis. You are not restricted from entering into an agreement with another payment service provider to receive services of a similar nature to our Services, however you are not permitted to submit the same Payment Transactions with us as well as with another payment service provider. We are able to accept payment transactions from other persons (whether they be merchants or payment service providers themselves).
    13. Your co-operation with the performance of the Agreement. At any time during the term of the Agreement, you agree, at our request, to execute or procure the execution of such documents and do or procure the doing of such acts and things as we may reasonably require, for the purpose of giving effect to all the provisions of the Agreement.
  19. Defined Terms Explained

    Various words and phrases in these Terms have a defined meaning as set out in the text of this document or as provided for below:

    Affiliatesin relation to a party, that party and any subsidiary or holding company or any body corporate with an immediate or ultimate holding company in common with that party.
    Agreementthese Terms, including the Pricing Schedule, the Application Pack and all documents referred to in these Terms.
    Application Formthe document which we ask you to complete as part of your application to use our Services.
    Application Packthe package of documents and forms which we supply to you and ask you to complete and submit to us as part of your application and registration to use our Services.
    Authorisationwith respect to each Payment Transaction, the process by which our appointed PIS provider obtains consent from the your customer and confirmation from its relevant payment service provider that the Customer’s Payment Instrument or Payment Account (as the case may be) has not been stolen and that there are sufficient funds available for the Payment Transaction.
    Authorised Loginsa person (other than you) that is authorised by you to access and use the Equipment and/or Services in accordance with the terms of the Agreement.
    Bankruptcy, Insolvency, Winding up or other similar Termination Eventany or all of the following events:
    1. a party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

        i. (being a company or limited liability partnership) is deemed unable to pay its debts; or

        ii. (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing; or

        iii. (Being a partnership) has any partner to whom any of the foregoing apply:

    2. party commences negotiation with any of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of a party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    4. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over a party (being a company) the holder of a qualifying floating charge over the assets of a party (being a company)
    5. the holder of a qualifying holding charge over the assets of a party (being a company) has become entitled to or has appointed an administrative receiver;
    6. a person becomes entitled to appoint a receiver over the assets of a party or a receiver is appointed over the assets of the party;
    7. a party being an individual is the subject of a bankruptcy petition or order
    8. a creditor or encumbrancer of a party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the party’s assets and such attachment or process is not discharged within 14 days; and/or
    9. any event occurs, or proceeding is taken, with respect to a party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs (a) – (h) (inclusive).
    Controllershall have the meaning given to such term in the GDPR
    Customeryour customers or other persons who you permit to carry out Payment Transactions
    Customer Datainformation, data, documents, materials, records of any kind that either on their own or via a combination can identify a living person, Customer and/or prospective Customer and includes such data associated with Payment Transactions, Chargebacks, Refunds and a person’s Payment Instrument and/or Payment Account.
    DataCustomer Data and Service Data.
    Data Protection Lawsshall mean the Electronic Communications Data Protection Directive (2002/58/EC), the General Data Protection Regulation (2016/679), Data Protection Act 2018 and all applicable laws and regulations relating to Personal Data and privacy which are enacted from time to time in any relevant jurisdiction, including (where applicable) the guidance and codes of practice issued by the Information and Data Protection Commissioner and any other competent authority, and the equivalent of any of the foregoing in any relevant jurisdiction. Where the term Laws in used in the Agreement, it shall be construed to include the Data Protection Laws.
    Data subjectshall have the meaning given to such term in the GDPR.
    Demand or Claimany demand, claim, cause of action (threatened or otherwise), proceedings, cost, expense, charge, loss, damages (whether arising in contract, tort, breach of statutory duty or otherwise).
    EEAEuropean Economic Area.
    Equipmentthe equipment required to facilitate the processing of Payment Transactions in connection with the use of our Services and includes any or all hardware, software, firmware, telecommunication or electronic devices and any or all other equipment of a similar nature. For example, “Equipment” includes any approved point of sale Terminal which facilitates the processing of Payment Transactions in a face to face or remote/mobile environment and any and all related devices.
    Excluded Transactionshas the meaning given to it in clause 1.4.
    Expected Liabilitiesany liability that you owe us or you owe to any of our Affiliates under the Agreement (actual or potential) and any amount which we reasonably determine as may be due to us or due to any of our Affiliates with respect to any liability (anticipated or otherwise) related to a Payment Transaction, including but not limited to the amounts that you may owe us under the indemnity granted in clause 9 (Indemnity) and/or related to expected or potential Fines, or Service Fees.
    Finesany or all fines, levies, costs, expenses, charges, assessment or imposition of liabilities of any nature which a Payment Scheme and/or any Regulatory Authority require you or us to pay (including but not limited to the case where you as the Merchant has contributed in us entering into a Fraud Program) which are otherwise directly or indirectly recovered from us by any Regulatory Authority at any time together with costs in relation to such.
    GDPRRegulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
    Intellectual Property Rightspatents, copyright (including copyright in source code, object code, developer tools, data, materials, content and printed and electronic specifications, integrations guides, procedures manuals and related documentation) design rights, trademarks, service marks, trade secrets, know-how, business names, trade names, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now, or in the future, subsist anywhere in the world, including the right to sue for and recover damages for past infringements.
    Issueran entity that issues payment instruments and/or payment accounts to persons named or otherwise authorised to use the payment instrument and/or payment account.
    Lawsall laws and regulations (including regulations, rules and/or guidance of a Regulator) applicable to a party to the Agreement in each case currently in force in any jurisdiction.
    Merchantan entity or person that sells goods and/or services and wishes to, or does, use our Services to facilitate payment for its sale transactions.
    Merchant Operating Proceduresthe operating guidance, procedures, instructions, directions and/or manuals made available by us to you which set out obligations and other information related to your use of our Services and requirements of the Payment Initiation Service provider (as may be amended from time to time).
    Merchant Systemsthe Merchant’s offline, online and/or remote sales application(s) and/or channels together with the Merchant’s systems and/or networks related to the communication of information and data. This includes current or future: telecommunications, wireless, radio, television, cable, satellite or terrestrial networks or systems such as the internet, intranets, extranets, mobile phones, tablets, handheld communications devices, machine readable labels, interactive televisions or comparable electronic media services, networks, systems or platforms.
    Payment Accountthe payment account held in the name of a Customer (or who is otherwise authorised to use the payment account).
    Payment Initiation Services (PIS)The regulated activity of facilitating direct transfer of funds from your customers account into your nominated settlement account upon the instructions and consent of your customer
    Payment Recordthe information or unique identifier that is required to be provided for a Payment Transaction order to be properly executed.
    Payment Transactionany type of payment made to you or a Refund with the use of a Payment Instrument and/or Payment Account (as the case may be). Payment Transaction includes a series of Payment Transactions.
    Personal Datashall mean any information relating to an identified or identifiable individual; an identifiable individual is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity (including special categories of Personal Data listed in Article 9(1) of GDPR).
    Personal Data Breachshall mean accidental, unauthorised, or unlawful destruction, loss, alteration, or disclosure of, or access to, Personal Data.
    Pre-approved Paymenta payment whereby a Customer authorises you to directly request payment on a regular, or sporadic basis. Pre-approved Payments are sometimes called “recurring transactions”, “subscriptions”, “recurring payments”, “pre-authorised transfers” or “automatic payments”.
    Pre-approved Payment Authorityan authority granted by a Customer to you permitting you to carry out Pre-approved Payments from the Customer’s applicable Payment Account (as the case may be).
    Pricing Schedulethe agreed schedule, forming part of the Terms, setting out the pricing and related terms for the requested Services and used to calculate the Service Fees due by you to us for the provision of the Services.
    Processingshall have the meaning given to such term in the GDPR, except where and to the extent that the context requires otherwise.
    PSD2 or Payment Services DirectiveDirective (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC.
    Payment Services Regulations 2017 (PSR2017)The Payment Services Regulations 2017
    Refunda payment made to you that is reversed with the intention of crediting the Payment Account of the relevant person that made the initial payment to you (such as a Customer). A Refund also includes the execution of a Payment Transaction to reverse a previously executed Refund (sometimes referred to as a “Retro-Charge”) (and the term “Refunds” will be construed accordingly).
    Regulatorany governmental or regulatory authority (including the FCA) and/or any self-regulatory authority, governmental department, agency, commission, board, tribunal, crown corporation, or court or other law, rule or regulation making entity having jurisdiction over any of the parties and/or their businesses or assets.
    Reserve and Reserve Accounthave the definitions given to them in clause 3.3.
    Restricted Transactions Listthe document titled the “Restricted Transactions List” which we make available to you and which sets out the list of payment transactions which we have identified either being prohibited or requiring our consent (as amended from time to time).
    Security Codesyour account name, password, personal identification number (PIN) and/or other access keys or credentials that may be used by you to enable access to, or use of, any Equipment and/or the Services.
    Servicesthe services provided by us to you whereby you submit Payment Transactions to us and we submit Payment Transaction data to the applicable Issuer using the services of a Payment Initiation Service Provider to obtain Authorisations for the Payment Transactions and to facilitate payment of funds into your account. Our Services also include any or all other associated or related services we may provide you under the terms of the Agreement.
    Service Datainformation, data, text, images, graphics, documents, materials, notices, messages, records of any kind and in any form (e.g. physical, electronic, static or moving) related to Payment Transactions and the Services, but excluding Customer Data.
    Service Feesthe fees and charges set out in the Pricing Schedule payable by you to us in accordance with clause 4.
    Settlementthe payment by your customer to you of any amounts associated with our providing you with the Services (and the term “Settled” will be construed accordingly).
    Settlement Bank Accountthe account opened and maintained by you during the term of the Agreement with an authorised credit institution OR with WTUK into which you receive proceeds of Payment Transactions initiated by your customers and also the same account that permits your payment of any amount you are liable to us.
    Settlement Currenciesthe settlement currencies that we have agreed to Settle your Payment Transactions as set out in your Application Form or Pricing Schedule.
    Settlement Proceedshas the meaning given to it in clause 3.6.
    Special Categories of Personal Datashall mean Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, data concerning health or sex life and data consisting of information as to the commission or alleged commission of any offence or any proceedings for any offence or alleged offence or the disposal of such proceedings or the sentence of any court in such proceedings.
    Termsthese terms and conditions of business as amended from time to time.
    Terminala device (physical or virtual) that allows the capture of Payment Instrument details for the purpose of facilitating Authorisations and submitting Payment Transactions.
    Territoriesthe countries and regions which you may use our Services as identified in your Application Form.
    Third Party Suppliera person who provides goods and/or services and who is not a party to the Agreement.
    Third Party Systems and Servicessystems, networks, goods and/or services provided to you by a Third Party Supplier (which may include Equipment).
    Transaction TypesThe Payment Transaction types identified in your Application Form as applicable to your use of the Services.
    us, our or weWTUK Limited (“Everpay”), and its lawful successors, transferees or assigns.
    VATvalue added tax imposed by Laws applicable to Acquirer.
    Working Daymeans a day between Monday and Friday on which banks are open for normal banking business (such as over the account customer services) in UK.
    you or yourmeans the entity set out in the Application Form and/or Pricing Schedule who is not us.



EU Open Banking Services Terms & Conditions

These Terms are legal terms which legally bind you. As such, please make sure that you have read and understood them before completing our Application Form. The Terms also set out certain limitations as well as guidance on how you are to properly use our Services. We note in particular the following clauses which you should carefully consider before agreeing to use our Services: 2 (Using our Services), 3 (Processing your Payment Transactions and Settlement), 4 (Service Fees and other amounts payable by you), 6 (Data Security and Privacy), 9 (Indemnity), 10 (Liability) and 11 (Warranties and important disclaimers). We also explain the meaning of words and phrases we have given a specific meaning to either in the text below or in clause 19 (Defined terms explained). If you are unsure of any term or have any questions, please feel free to ask us.

  1. Our Services
    1. Service description. We will provide you with the Services with respect to Payment Transactions related to the sale of goods and services between you and your Customers:
      1. under the terms and conditions listed in this agreement;
      2. via direct payment by your customers from their bank accounts to your chosen bank account through Payment Initiation services (Further referred to as PIS services) provided by Token.io Limited; regulated by the Financial Conduct Authority (FCA) of the United Kingdom and Token GMBH; regulated by the Federal Financial Supervisory Authority (BaFin) of Germany either of which is referred to as Token.
      3. in the permitted Settlement Currencies; and
      4. in the agreed Territories,
      5. as each of the above matters are identified and agreed in the Application Form.

    2. Our Service standards. We will provide our Services to you in accordance with the terms of the Agreement, in compliance with applicable laws and with reasonable care and skill.
    3. Our service to you. We grant you a limited, revocable, non-exclusive, non-transferable, non-sub-licensable authority to use and access our Services (including any applicable Data) solely for the purposes, and in accordance with the terms set out in the Agreement. We warrant that we have the full power and authority to grant the licence provided in this clause 1.3. as stated in clause 1.1b.
    4. Excluded Transactions. Please be aware that we are under no obligation to provide our Services with respect to any Payment Transaction which is, or we reasonably suspect to be an “Excluded Transaction”.

      Excluded Transactions are Payment Transactions which:

      1. are not related to the sale of goods and services which we have agreed with you including Payment Transactions which fall within the scope of our Restricted Transactions List (as amended from time to time); and/or
      2. would result in either you or us being in breach of any Laws.

      Even though we have no obligation to execute Excluded Transactions that you may submit to us, we may do so at our sole discretion, and you will be liable to us for any Service Fees or other amounts which you may owe us related to the execution of those Excluded Transactions.

    5. Other Service functionality and additional Services. We may, from time to time, offer other service functionality or services. This may include: service information, help content, bug fixes, maintenance releases, modifications, amendments and/or upgrades to the existing Services. These additional services and functionality are subject to the terms of the Agreement and/or other terms and conditions made known to you when we make the other service and/or functionality available.
  2. Using Our Services
    1. Your use of our Services. The Services are deemed accepted by you upon the earlier of (i) your execution of the Pricing Schedule; and (ii) your usage of any or all of our Services. You agree at all times to comply with the terms of the Agreement, perform your obligations under the Agreement at your own expense and in a competent and business-like manner and with reasonable skill and care.
    2. The importance of the information you provide us. We agree to provide you with our Services with respect to the information you supply us as part of the application process, including the description of products and services that you sell and any address, premises or websites or online applications you use to trade. Our registration of you as a Merchant to use our Services is expressly and strictly dependent upon this information and descriptions, together with your warranty that you will only use our Services in the course of your own business, trade or professions and not as a consumer.
    3. Please keep us updated on any changes to the information you have supplied us. We reserve the right to accept or reject any Merchant based on the information they provide us (whether as part of the application process or otherwise). If any information you provide to us (including information related to your business model and/or the goods or services you sell and/or acceptance of POS or online payment) changes over time, you must notify us immediately so that the information you have supplied to us is always accurate, up to date, truthful and complete. In particular, you must not use our Services for any other good and/or service that you have not agreed with us, nor trade from any other premises or websites/online applications without seeking our prior written approval. Any approval we may provide related to the sale of goods and/or services you trade in no way constitutes any advice nor opinion by us as to the legality or otherwise compliance with Laws of your trade in such goods and/or services.
    4. Information requests
      1. Information related to your use of our Services. You agree to provide us with any or all information reasonably requested by us related to your use of our Services and to also assist us in resolving any financial or reconciliation query we may have. This may include our or a related service provider’s request for evidence of a Payment Transaction and /or a Customer’s authority to debit their Payment Account (as the case may be) for the amount of the Payment Transaction.
      2. Information we must collect and verify to comply with Laws. In our Application Form we will ask you to provide us with certain information about you and your business’ identity. This information will be used by us to comply with anti-money laundering laws. During the term of the Agreement, you also agree to provide us with any or all additional information which we may reasonably require, at any time, to comply with our legal and regulatory obligations.
      3. Your consent to us checking and verifying your information via third parties. You consent and grant us permission to make any enquiries with any third party we consider necessary to verify any information provided to us, whether to allow you to register and/or continue to use our Services or otherwise. This may include our obtaining, checking and/or reviewing applicable credit reports and/or commercial registers or databases.
      4. Information related to your business. You agree to provide us with any information which we may reasonably require to assess your financial situation (such as financial statements, accounts, invoices etc).
    5. Setting up and maintaining your Settlement Bank Account. You are required during the term of the Agreement (and for such period as may be reasonably necessary after the termination of the Agreement to allow for recovery of any funds due) to establish and maintain in your name (or such other name as expressly approved by us in writing) your Settlement Bank account into which we will facilitate receipt of payments made by your customers as outlined in clause 1.1b of this agreement.
    6. Direct debit mandate. At our request, you agree to arrange and carry out all such acts and sign any documents which instruct and/or authorise us to direct debit from your Settlement Bank Account any amount or sums that you owe us in accordance with the terms of the Agreement. You agree to maintain any such direct debit during the term of the Agreement as well as any longer period where you may still owe us funds.
    7. Use of the Services. To use our Services you must use the Equipment/software either supplied or hired via us. You may be required by us to enter into agreements with Third Party Suppliers for the supply or hire of the Equipment/software. You must only use Equipment/software located in the countries and/or regions that we have agreed with you. You represent, warrant and undertake to comply with any and all legal terms, the Merchant Operating Procedures with respect to your use of the Equipment/software.
    8. Your use of approved Third Party Systems and Services. You agree to only use Third Party Systems and Services from Third Party Suppliers related to your use of our Services where we have provided our prior written approval. If you use an approved Third Party Supplier you authorise us to obtain information from them as we require in order to carry out the Services. If applicable, you agree to pay any testing or accreditation costs incurred by us when approving any Third Party Systems and Services and/or associated Third Party Suppliers. Following our approval of any Third Party System and Services with any Third Party Supplier, you must not use another supplier’s service unless they have been certified and accepted by us.
    9. Your Merchant Systems. You agree during the term of the Agreement that you are responsible, at your own cost, for the provision of all Merchant Systems and/or other goods/services required to use the Services. At all times when you use our Services, you must ensure that:
      1. your Merchant Systems are capable of properly collecting the order or other relevant Customer Data or are otherwise compatible as required to use and receive the Services. Please note that Merchant Systems that have been modified contrary to the manufacturer’s software or hardware guidelines and specifications (including disabling hardware or software controls) are not considered to be compatible Merchant Systems. Using our Services on an incompatible Merchant System is expressly prohibited; and
      2. any transmission of Data is secure and your own operations restrict and make the manipulation of data entries impossible.
    10. Compliance with Laws. You agree to comply with all applicable Laws. You further agree that you are solely responsible for carrying out your business operations and performing any and all sale transactions you enter into with your Customers in compliance with all Laws.
    11. Refunds. You may provide Refunds for Payment Transactions you accept under the terms of the Agreement through your own refund pathway without the involvement of WTUK as this agreement does not cover the facilitation of the refund process. You must however only execute Refunds to the Payment Account used for the original Payment Transaction, subject to any exceptions agreed with us.
      1. Your refunds policy. You agree to offer your Customers a legally compliant refund policy which is consistent with your business’ industry practice and which you will notify your Customers prior to them making a Payment Transaction with you.
      2. Cash refunds. In executing any Refund you will not offer a cash refund for any Payment Transaction, nor accept cash in consideration of making a Refund.
    12. Prohibited Payment Transactions. You must not execute the following types of Payment Transactions:
      1. Excluded Transactions;
      2. Payment Transactions which you expect to receive payment in any other form than what is being submitted through our portal as provided by Token (for example, you will not accept a payment transaction and submit it via our Services and also accept cash as payment); and/or
      3. Payment Transactions that you know, should know or suspect are illegal or otherwise not authorised by the Customer.
    13. You must only accept Payment Transactions for your own account. Your use of our Services is strictly restricted to executing Payment Transactions directly between you and your Customers which are related to the genuine sale of your own goods and services (as described by you and approved by us). You are strictly prohibited from facilitating payments for any item, good and/or service made available or sold by third parties. You are also prohibited from re-selling our Services, and in any way holding yourself out as our agent.
    14. Surcharges and ‘no discrimination’. Subject to any Laws, you must not, and you must make it a policy not to, discriminate against the use of any payment methods in any way (including for any of the goods or services you may sell). You must not require a minimum or maximum Payment Transaction amount to accept a valid Payment Instruction. Where you add any surcharge to a Payment Transaction you agree to provide complete and transparent information related to such surcharge. You agree that we have no liability nor responsibility to any Customer where you have failed to inform the Customer of any surcharge or related matter. You acknowledge and agree that if you are permitted to surcharge under any applicable Laws and you fail to disclose any form of surcharge to a Customer, it is possible that this may constitute an offence by you.
    15. Your Floor Limit. From time to time we may notify you of a monetary limit applicable to your Payment Transactions which we refer to as a “Floor Limit”. You will not complete a Payment Transaction which is above the Floor Limit without first obtaining a valid Authorisation or pre-approval from us to do so. We retain sole discretion as to any approval we may provide in connection with a Floor Limit.
    16. Disclosure of your business identity to your Customers. You must clearly and prominently disclose and make available to your Customers details of your business identity in plain and intelligible language. You must ensure that your Customers are aware that you are responsible for the submission of Payment Transactions and the supply of goods or services throughout their course of dealings with you. This includes providing a transparent and easily found notice of your business/trading name and your contact details (as appropriate) on your business premises, websites or other remote sales channels.
    17. You are responsible for carrying out your sales transactions with your Customers. You agree to carry out and perform any sales transaction you enter into with your Customers (including matters such as delivery of goods (whether physical or digital) and/or the provision of services that are part of the sales transaction). You further agree to provide any and all customer support services to your Customers relating to your sale of goods or services. You must also offer your Customers customer service and complaints contact details. In performing customer service, you agree to always represent yourself and your business operations as a separate entity or operation from us. We are not responsible for any goods and/or services, offered or sold by you.
    18. Protecting our reputation and goodwill. You agree not to carry out any action or omit from acting in a manner which we may consider (acting reasonably) to adversely impact our goodwill or reputation.
  3. Processing Your Payment Transactions and Settlement
    1. Obtaining Authorisation. Before we can process your inward Payment Transactions, our contractors; Token will obtain Authorisation from your customers in line with Payment Services Regulations 2017.
    2. Submitting Payment Records. A condition of us processing your Payment Transactions is that you supply us with the Payment data in the form and manner set out in the Merchant Operating Procedures. You must ensure that only one Payment Transaction data set is provided for each Payment Transaction.
    3. Our risk management and taking a ‘Reserve’. We may in our discretion from time to time request from you and upon such request, you agree to provide us with a monetary amount(s) which, we will use to create a reserve account, to secure the performance of your obligations under the Agreement (the “Reserve Account”). The funds deposited in the Reserve Account are known as the “Fixed Reserve and/or Rolling Reserve” (hereinafter collectively referred to as the “Reserve”) and the amount(s) of the Reserve is defined in the Pricing Schedule. You agree to provide us with the funds to create the Reserve in the following ways:
      1. by you paying us, at our request (whether agreed in the Pricing Schedule, Application Form or otherwise), a direct payment (“Fixed Reserve”); and/or
      2. by you issuing us with a monthly direct debit mandate to transfer from your settlement account a fixed sum equal to a certain percentage of your Payment Transaction volume as duly agreed in the pricing schedule. By signing the Application Form and agreeing to these terms and conditions, you are agreeing to providing us with such instructions with effect from the Effective Date.
    4. How we may use the Reserve. You agree that we may apply with immediate effect funds represented by the Reserve at our sole discretion against any Expected Liabilities which you may owe us, including our right to set-off in accordance with clause 4.8.
    5. Settlement. Funds will move directly from the payment account of your customers to your nominated settlement account using the open banking technology and regulatory framework provided by Token.
    6. Please note that following termination of this agreement, we reserve the right to hold the reserve up and until such time as all expected liabilities under this agreement have expired or been paid in Full.
  4. Service Fees and Other Amounts Payable by You
    1. Service Fees. In consideration for our provision of the Services, you undertake to pay us the Service Fees and all other amounts which are due and/or payable by you in accordance with the terms of the Agreement. Our right to charge you the Service Fees as set out in the Pricing Schedule includes (but not limited to) following Service Fees: (i) Set-Up Fee, (ii) Annual Fee, (iii) Authorisation Fee, (iv) FX Margin,(v) Minimum Monthly Fee, (vi) Early Termination Fee, Administration Fee , and any other similar fees and charges imposed by Token and/or by us in connection with the provision of our Services to you.
    2. We reserve the right to amend the Agreement at any time, including the conditions in the Pricing Schedule in case we become aware that you form part of the corporate group with another prospect merchant and/or with our existing Merchant, in order to cover liability of the member of such corporate group towards us.
    3. Electronic invoice. You agree that we may send you an electronic invoice with the total amount of the Service Fees. In the absence of any contrary agreement, and where relevant, we will nominate the currencies (or currency equivalent) by which the Service Fees will be paid.
    4. VAT and Taxes. All sums (including Service Fees) referred to the Agreement are exclusive of VAT. Any VAT properly chargeable in respect of sums referred to in the Agreement are payable in addition to such sum at the relevant rate from time to time. Further, you agree to pay and be responsible for determining any and all taxes and/or duties assessed, incurred, or required to be collected, paid or withheld for any reason in connection with the sale or purchase of any products or services for a Payment Transaction, or otherwise in connection with any action, inaction, omission by you or any Affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives (“Taxes”). You are also responsible for collecting, withholding, reporting and remitting correct Taxes to the appropriate tax authority. We and our Affiliates are not obligated to determine whether Taxes apply to you and are not responsible for calculating, collecting, reporting or remitting on your behalf any Taxes to any tax authority arising from any Payment Transaction.
    5. Late payment interest. All amounts owed by you under the Agreement but not paid when due and payable, will bear interest from the date such amounts are due and payable at 2% per annum above the base rate of the Bank of England from time to time (accruing daily). This interest rate may vary without notice and apply with immediate effect when there is a change in the Bank of England base rate. Details of The Bank of England Base rate are accessible via: www.bankofengland.co.uk.
    6. Set-off. In all cases, the amounts due under the Agreement by you to us will be paid by you to us in full without right of set-off or deduction, unless otherwise agreed by us in writing. We shall be entitled at any time, without Notice to or demand on you, to set-off, appropriate or apply any sums held by us and due from us to you under this Agreement against any debt or claim or obligation of whatever nature that you owe to us, whether or not such debt or claim or obligation has matured.
    7. Third party fees. When using our Services, you are responsible for any fees, costs, liabilities or other charges that may be levied by your Third Party Suppliers (which may include for example, telecommunication carriers that levy fees related to data and messaging services) and you agree and acknowledge that we are not responsible nor liable for those fees or liabilities.
  5. Duration and Termination of the Agreement
    1. Initial Term. The Agreement will come into effect on the date the Pricing Schedule has been executed by both parties (known as the “Effective Date”) and will continue for an initial minimum period of twelve (12) months unless, the Agreement is terminated earlier in accordance with its terms (the “Initial Term”).
    2. Automatic extension of the Initial Term. The term of the Agreement will automatically extend for one (1) year (“Extended Term”) at the end of the Initial Term and at the end of each subsequent Extended Term, unless the Agreement is terminated earlier in accordance with its terms.
    3. Termination by mutual agreement. The Agreement may be terminated, at any time, by mutual written agreement of the parties. The termination of an Agreement shall enter into force on such date as the parties may agree.
    4. Your right to terminate for convenience with notice. You may terminate the Agreement at any time by giving us one (1) month prior written notice.
    5. Our right to terminate for convenience with notice. We may terminate the Agreement at any time by giving you one (1) month prior written notice.
    6. Each party’s rights to immediately terminate the Agreement. Without prejudice to any rights that have accrued under the Agreement, or any of party’s rights or remedies, either party may at any time terminate the Agreement with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
      2. the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement;
      3. the other party is subject to a Bankruptcy, Insolvency, Winding up or other similar Termination Event; and/or
      4. the result of Laws, Regulatory Authority rules or guidance or any change in or any introduction thereof (or change in the interpretation or application thereof) means that it is unlawful or contrary to any such law, rules, order or regulations for either of the parties to perform or give effect to any of its obligations hereunder and such obligation cannot be readily severed from the Agreement.
    7. Our right to immediately terminate the Agreement. Without prejudice to any rights that have accrued under the Agreement or any of the party’s rights or remedies, we may at any time terminate the Agreement with immediate effect by giving written notice to you if:
      1. there is a change of control of you or you dispose of a substantial part of your assets. In this clause, “control” means the possession by any person(s) or nominee(s) directly or indirectly of the power to direct or cause the direction of another person and “change of control” is construed accordingly;
      2. we are unable to verify your information in the manner set out in clause 2.4;
      3. you are an individual and you die or you are a partnership and your partnership ends;
      4. your agreements with your Third Party Suppliers used in connection with your use of the Services terminate or we consider the terms which you have entered into with such Third Party Suppliers are unacceptable, and/or such supplier fails to comply with any Merchant Operating Procedures;
      5. your Third Party Supplier used in connection with your use of the Services is subject to a Bankruptcy, Insolvency, Winding up or other similar Termination Event;
      6. we have reason to believe that your business and/or use of our Services: damages, corrupts, degrades, destroys and/or otherwise adversely affects the Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you;
      7. there is a material change in the type of business activities you carry out, including such a material change in the goods and services you sell to Customers;
      8. you incur any Fine;
      9. we are unable to receive payment for services rendered under this agreement
      10. there is a significantly adverse decrease in your business operations, revenues, profits or financial position;
      11. you have breached clause 6 (Data Security and Privacy) and/or any information you submit to us or any of the warranties you provide us in the Agreement are found to be untrue or misleading;
      12. you use our Services on an incompatible Merchant System as referred to in clause 2.9(a);
      13. you, your s and/or Third Party Suppliers have acted or omitted to act in any way which we reasonably determine to diminish our, our Affiliates and business operations and/or reputation and/or goodwill and/or which we reasonably determine or suspect to give rise to any offence or any increased risk or liability to us; and/or
      14. we are unable to provide the Services to you through the inability of a Third Party Supplier to provide us with any good and/or service that we require to provide the Services to you (including any notice given to us by an AIS/PIS provider to terminate our relationship with you).
    8. Other actions we may take. If you have breached the terms of the Agreement (including a breach of your obligation to pay us any amount owing), we are otherwise entitled to terminate the Agreement, or if other terms of the Agreement otherwise permit us to do so, we may:
      1. suspend your use of our Services (in whole or in part) in which case we will not treat any Payment Transaction orders that you may wish to make as being received by us;
      2. report any Payment Transaction, Data and/or any other relevant information about you and your use of our Services to the relevant Regulatory Authority, law enforcement agency and/or government department; and/or
      3. if appropriate, seek damages from you.
    9. Your obligation to inform us of certain events. You undertake to immediately notify us if you reasonably suspect any event or proceeding as set out in clauses 5.6(c) and 5.7 is likely to occur (or has occurred).
    10. Consequences of termination. Termination of the Agreement, for any reason, does not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination (including your obligation to pay our Service Fees and/or other amounts due by you to us and does not automatically resolve any dispute where you may be involved). Other than as set out in the Agreement, neither party has any further obligation to the other under the Agreement after its termination.
    11. On termination of the Agreement:
      1. you must cease using our name, the name of any AIS/PIS provider we have used for the purpose of delivering this service to you and must remove all of our trademarks, logos and any or all materials referencing such provider.
      2. you must immediately pay to us all amounts owed by you to us under the Agreement (including any Service Fees which are apportioned as due from you up until the time of termination) and we will immediately pay you all amounts owed to you by us under the Agreement (including any Service Fees paid in advance to be re-imbursed proportionately), but in all circumstances subject to the provisions of clauses 3 (Processing your Payment Transactions and Settlement) and 4 (Service Fees and other amounts payable by you), including our ability to hold onto the Reserve if any;
      3. all capabilities granted by us under the Agreement terminate immediately and (if applicable) you must cease use of all our Services; and
      4. we have no responsibility to you to supply you with the details of any Data, nor have it stored or otherwise held for you.
    12. Early Termination. If (i) we terminate the Agreement by virtue of clause 5.6 or clause 5.7 above or if (ii) you terminate the Agreement within six (6) months after the Effective Date, then (without prejudice to our other rights and remedies under the Agreement), you agree to pay us an early termination fee, in an amount as defined in the Pricing Schedule (“Early Termination Fee” or “ETF”). You agree to pay us the ETF immediately upon such termination of the Agreement and you acknowledge and agree that we shall have the right to deduct the total amount of ETF as provided by clause 4.2. You agree that the Early Termination Fee is not a penalty, but rather is a reasonable amount to cover our expenses related to the early termination according to this provision. Notwithstanding the above, no ETF will be charged to the extent it is restricted by Laws.
    13. Provisions which remain in force after termination. Any provision of these Terms or as set out in the Agreement which expressly or by implication is intended to come into or continue in force on or after termination of the Agreement, including this clause 5, clause 1 (Our Services), clause 3 (Processing your Payment Transactions and Settlement) clause 4 (Service Fees and amounts payable by you), clause 6 (Data Security and Privacy), clause 8 (Intellectual Property and promotional matters), clause 9 (Indemnity), clause 10 (Liability), clause 11 (Warranties and important disclaimers), clause 12 (Confidential Information), clause 16 (Governing law and jurisdiction), clause 18 (Other Important terms) and clause 19 (Defined Terms Explained) remain in full force and effect.
  6. Data Security and Privacy
    1. Keeping Customer Data secure. You are responsible and must ensure that any Customer Data that you store (or which a third-party stores on your behalf) is held securely and in accordance with the Payment Services Regulations 2017, the GDPR and the Data Protection Act 2018 and you agree to (and will procure that any relevant third party will) be bound by and comply with the terms of the same. You must not sell, purchase, provide, exchange or in any manner disclose Payment Transaction details of a Customer to anyone other than us or in response to a valid regulatory demand. In providing the Services we are responsible for the security of Customer Data we possess or otherwise store, process or transmit on your behalf, or to the extent that we could impact the security of your Customer Data environment.
    2. Security audit. We may require that you do not store any Customer Data on any server maintained by yourself or any third party, without first undergoing, at your own cost, a security audit which should be carried out by a reputable security auditors.
    3. You must notify us immediately of a security breach. You must notify us immediately if you become aware of or suspect any security breach relating to Customer Data. You must also immediately identify and remedy the security breach of the Customer Data.
    4. You must notify us immediately of a Personal Data Breach. You must notify us immediately if you become aware of or suspect an incident that may involve a Personal Data Breach. You must also immediately identify and remedy the security breach of the Customer Data, or if remedying the breach is not possible, take steps to mitigate the consequences of the incident.
    5. Appointment of a forensic investigator. If a Customer Data security breach occurs (whether caused by yourself or a third party you are using), you will be liable for any costs and fines. If it is identified that a Customer Data security breach can be tracked back to your business, you agree, at our request and at your cost, to appoint a third-party forensic investigator.
    6. Obligations under the GDPR. We each have our respective obligations to relevant government authorities and, to individuals whose Personal Data we process, to comply with applicable Data Protection Laws. We each act as a controller in our own right, in regard to our respective processing of Personal Data.
    7. Privacy Notice. Our Privacy Notice describes our processing activities as controllers of the Personal Data of you, individuals connected to you, and other business contacts, in accordance with GDPR requirements. In fulfilling our duties to relevant government authorities and to individuals whose Personal Data we process under applicable Data Protection Laws, we will process Personal Data that you share with us, or that we obtain from other sources on your behalf, only for the relevant purposes that are set out in our Privacy Notice or any supplemental notice that we may provide to you. For more detail, please refer to our Privacy Notice, which is published on our website at: www.everpay.com.
    8. Transfers of Personal Data. If you disclose or transfer Personal Data to us concerning individuals connected to you or otherwise relevant to the provision of our Services to you (including Customers), it shall be your responsibility as the controller of that data to transfer or otherwise disclose such Personal Data in compliance with GDPR requirements including (without limitation) by:
      1. transferring the Personal Data to us only as necessary for us to provide the Services;
      2. having a lawful basis for disclosing the Personal Data to us;
      3. providing all the information required to be provided by the GDPR, in the applicable circumstances, to the relevant individuals concerning the transfer of their Personal Data to us (including a link to the Privacy Notice published on our website and:
      4. assuming the primary responsibility for responding to data subject access requests in relation to Personal Data that you have shared with us.

      We may share Personal Data you have disclosed or transferred to us with (i) any member of our group of companies, which means our ultimate holding company and its subsidiaries and (ii) third parties if we are under a duty to disclose or share Personal Data in order to comply with any legal obligation in line with Laws.

    9. Cooperation. We will cooperate with you, upon request and where reasonably possible, to ensure that the required information referred to above is made accessible to the relevant individuals, including data subjects; and we will meet our own obligations to provide information directly to the individuals concerned, such as any customised privacy notice that we may issue to address a specific matter if required by particular circumstances; but in most cases, it would be impossible, or would require disproportionate effort to provide notice directly to all individual third parties, including Customers, that are connected to you when you share their Personal Data with us. You may also have obligations under the GDPR and you will reasonably cooperate with us with respect to any Personal Data that is shared between us, in order to facilitate compliance with the relevant provisions of the GDPR.
  7. Records and General Audit Rights
    1. Account Statement. Where you maintain your settlement account with us, we will provide you with a periodic account statement of all your transactions, including Refunds (“Account Statement”).
    2. You must keep your own records and notify us of any errors or unauthorised activity. You are responsible for maintaining your own records with respect to Payment Transactions and any other associated Data that we make available to you under the Agreement and for reconciling such information with your own records. You must notify us as soon as possible (and no later than thirteen (13) months after the relevant Payment Transaction date) of any unauthorised or incorrectly executed Payment Transactions reflected in your Account Statement.
    3. Data retention. You agree to store and keep secure legible copies of all relevant Data for a period of at least five (5) years following the Payment Transaction associated with the Data, in a manner and form permitted under applicable Laws.
    4. General audit rights. Without prejudice to the privacy and security audit provisions in clause 6, you will permit us (or our authorised representatives or the applicable AIS/PIS provider to audit your procedures, records and performance related to any matter referred to in the Agreement in such a manner as we may reasonably consider appropriate. You agree to co-operate in any audit request and to provide reliable truthful and complete answers to any questions raised during an audit including, providing upon our request, access to and co-operation by your auditors on matters concerning any audit. We may retain copies of records which we ascertain during the course of any audit, such copies to be considered “Confidential Information” for the purpose of the Agreement. Each party will bear their own costs with respect to complying with the auditing provisions of this clause 7.
  8. Intellectual Property and Promotional Matters
    1. Display of payment logo. By using our Services to accept Payment Transactions, you must clearly display the details of your acceptance of our Payment option including that of our named contractor for the provision of the PIS service in the manner and form as we notify to you. This may include various interactive points in your Customer promotion and sale process and when payment options are presented to your Customers.
    2. Our ownership of Intellectual Property Rights. All our Payment Scheme’s Intellectual Property Rights used by you in clause 8.1(and any of our Intellectual Property Rights created or derived therefrom) remain the property of or vest in, (as the case may be)us,. Unless expressly provided in the Agreement, nothing in the Agreement will be interpreted as granting you a licence to use any of our Schemes Intellectual Property Rights.
    3. No transfer of Intellectual Property Rights. The Agreement does not assign any Intellectual Property Rights existing as at the Effective Date, nor does it assign any Intellectual Property Rights which are created or developed by or on our behalf during the term of the Agreement or otherwise. You acknowledge and agree that you do not acquire any ownership rights by downloading material which is copyrighted (or subject to any other form of Intellectual Property Right).
    4. Use of logos and trademarks. Each party grants the other party (and to the Card and Payment Schemes) a fully paid up, limited, non-exclusive, personal and non-transferable licence to use its logo(s) and trademarks (i) for the purpose of performing their obligations under the Agreement; and (ii) you allow us and our named PIS provider to use your name or logo to identify you as a participating merchant of our, Services (including in marketing materials). Except as licensed here, each party retains all right, title, goodwill, and interest in and to its trademarks and logo(s). In using each other’s trademarks or logos, the parties will follow any guidelines for logo or trademark usage provided by the owner of the trademark or logo being used.
    5. Restrictions. Except as expressly permitted by us in writing, you may not, and may not attempt to, directly or indirectly:
      1. modify, alter, tamper with, translate, repair, display, reverse engineer, disassemble, decompile, perform, reproduce, create derivative works from, attempt to ascertain or list the source programs or source code or in any way exploit any of our Intellectual Property Rights as described in clause 8.5 of this agreement; nor
      2. transfer, sub-license, loan, sell, assign, lease, rent, distribute or grant rights in full or in part to any person or entity in our Service and/or our Intellectual Property Rights.
  9. Indemnity
    1. You agree to indemnify, defend and hold us and our Affiliates (and their respective directors, officers, owners, co-branders or other partners, information providers, licensors, licensees, consultants, employees, independent contractors agents and other applicable third parties) (each an “Indemnified Party”) harmless from and against all claims, demands, causes of action, debts, judgments, liabilities, costs, penalties, interest, taxes, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) (collectively “Losses”) suffered or incurred by an Indemnified Party arising out of, as a result of, related to, or in connection with:
      1. the actual or alleged breach, or negligent performance, or non-performance, or delay in performance of the Agreement (including a breach of clause 6 (Data security and Privacy)) by you, your employees, agents or sub-contractors or the warranties, representations, covenants, certifications, acknowledgments and/or obligations made by you in the Agreement;
      2. a Payment Transaction, Refund, Fine;
      3. you being in alleged or actual breach of any Laws or failure to comply with any Regulatory Authority;
      4. your breach or negligent performance or non-performance or delay in performance of any agreement or other legal relationship you have entered into with your Customers or Third Party Suppliers;
      5. our acting on the instructions of your Third Party Suppliers (including if we collect your fees on behalf of agreements you have with your Third Party Suppliers);
      6. your business operations, a dispute you have with your Customers, the goods and/or services you supply and/or their delivery;
      7. any claim made against us for actual or alleged infringement and/or violation of our or a third party’s Intellectual Property Rights and/or proprietary rights (including actual or alleged infringement of any applicable licensing requirement) arising out of or in connection with your use of the Services;
      8. us defending or being joined as party in any proceedings related to the customer/service provider relationship between you and your Customers or the relationship between you and your Third Party Suppliers and/or any damages awarded against us in respect of any such proceedings;
      9. any claim arising out of our permitted use, promotion or distribution of the information, related trademarks and logos, or images and other materials that you provide us;
      10. your wrongful or improper use of the Services, the goods and/or services you provide; and/or
      11. the enforcement (or attempted enforcement) of the Agreement.
    2. Our right to deal with any claim. You agree that we are entitled in our sole and absolute discretion to accept, dispute, compromise or otherwise deal with any claim, alleged claim, loss or liability which is made against us.
    3. We may ask you and upon such request you agree to maintain for the duration of this Agreement, with a reputable insurer, adequate and reasonable business insurance to cover all your obligations under this Agreement.
  10. Liability
    1. Liability not excluded under the Agreement. Notwithstanding any other provision of the Agreement, neither party excludes or limits liability to the other party for:
      1. fraud or fraudulent misrepresentation;
      2. death or personal injury caused by negligence;
      3. a breach of any implied condition as to title, encumbrances and/or quiet enjoyment; or
      4. any matter for which it would be unlawful for the parties to exclude liability.
    2. Matters we are not liable. Subject to clauses 10.1, 10.3, 10.6 and 10.7, we are not in any circumstances liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
      1. any loss (whether direct or indirect) of profits, sales, business, business opportunities, revenue, turnover, reputation or goodwill;
      2. any loss or corruption (whether direct or indirect) of data or information;
      3. any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time);
      4. any loss or liability (whether direct or indirect) under or in relation to any other contract; and/or
      5. any other special, indirect or consequential losses.
    3. Matters where we are liable. Nothing in this clause 10 excludes or limits our liability to you for the following:
      1. charges you are responsible for, and any interest you may have to pay as a result of our non-execution and/or defective execution of a validly submitted Payment Transaction;
      2. for the transmission in accordance with applicable Laws of a Payment Transaction order where you have validly initiated the payment as the intended recipient of the funds which are the subject of the Payment Transaction.
    4. Clause 10.2 does not prevent claims, which fall within the scope of clause 10.5 for direct financial loss that is not excluded under any of the categories set out in clause 10.2.
    5. Our liability cap. Subject to the other sub-clauses of this clause 10 our total aggregate liability (whether the liability arises in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent but not fraudulent), restitution or otherwise), arising in connection with the performance or contemplated performance of the Agreement or any collateral contract is limited to an amount equal to the total Service Fees due to us or paid under the terms of the Agreement during the six (6) month period immediately preceding the event giving rise to the claim for liability.
    6. Non-execution or defective execution of Payment Transactions initiated by you when you:

      Are the intended recipient of the funds. Where you correctly initiate a payment as a payee (such as when you are the intended recipient of the funds), we are responsible under Laws to correctly transmit your payment order. If we are liable for any non-executed or defectively executed payment order under this clause, we will immediately re-transmit the payment order and undertake other activities to track the payment as well as come back to you with information we find out following our investigations. If we discover that we are not liable, it may be that your Customer’s or other applicable person’s payment service provider is responsible in which case they are liable to pay you the amount of the incorrectly or defectively executed payment transaction.

    7. No liability due to your failure to comply with the Agreement or events outside our control. We have no liability to you for any failure or delay in performing our obligations under the Agreement if such failure or delay is caused by your acts, omissions or results from actions taken by us in good faith to avoid being in breach of any Laws, and agreements with our PIS provider or is otherwise caused by acts or omissions of third parties or circumstances beyond our reasonable control.
  11. Warranties and Important Disclaimers
    1. Warranties provided by you. Unless expressly agreed otherwise in writing, you represent, undertake and warrant to us at the Effective Date and each time you use our Services that you are a Merchant with your registered office and/or who carries out your key business activities within its permitted jurisdiction and that you have the right, power, ability, full capacity and authority to enter into and perform your obligations under the Agreement.
    2. We are not responsible for the underlying sales transaction. We are not a party to a sales contract, promotion or loyalty/reward programme between you and your Customers (prospective or otherwise) and we will not mediate disputes between you and your Customers nor enforce or execute the performance of any sales, offer or loyalty/reward programme contract. You are responsible for ensuring that your use of our Services is not inconsistent with any other agreement you may have entered into with your Customers.
    3. We are not responsible for Third Party Suppliers. You are solely responsible and liable for (and we are not responsible or liable for) your communications, contracts, agreements, arrangements and/or disputes with and/or entered into with Third Party Suppliers. Any such matters are specifically and solely between you and the applicable Third Party Supplier. Any warranties or representations made with regard to any Third Party Supplier and their business or any products or services are made by the applicable Third Party Supplier only, and not by us. You acknowledge that the applicable Third Party Supplier is solely responsible for the goods and/or services provided by them and for its products and services quality, suitability and fitness for purpose. You agree to release us, our Affiliates and our and their respective directors, officers, employees, owners, licensors and agents from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any communications, organised activities or disputes between you and any Third Party Supplier.
    4. General disclaimer. Our Services (including all content, functions and materials) are provided on an “as is” basis. To the fullest extent permitted by applicable Laws and under all circumstances other than those expressly made in the Agreement, we, our Affiliates, and their agents, co-branders or other partners (collectively, “Our Associated Parties”) make no conditions, representations or warranties of any kind, express or implied, howsoever regarding the Services including:
      1. any implied conditions, representations and/or warranties of merchantability, satisfactory quality, and/or fitness for a particular purpose; and/or
      2. that our Services will meet your requirements, be compatible with your Merchant Systems, any Equipment or will contain any particular features or functionality.
    5. Our right to conduct Service maintenance. From time to time, we may carry out maintenance of our Services which may result in certain parts of our Services not being available or accessible, in which case we endeavor to give you advance notice via e-mail.
    6. You are responsible for implementing safeguards when using our Services. While we endeavor to maintain an uninterrupted Service, and except as expressly provided for in the Agreement and as required by applicable Laws, we do not guarantee your access to our Services will be delivered uninterrupted, securely, timely or error-free, or that the Services will be free from viruses or other harmful properties. It is your responsibility to implement satisfactory safeguards and procedures to make sure any files you obtain through our Services are free from contaminations or other harmful properties.
  12. Confidential Information
    1. Each of the parties will keep confidential and will not disclose to any person any information, whether in written or any other form, disclosed to it (“receiving party”) by or on behalf of the other party (“disclosing party”) in the course of the discussions leading up to or the entering into or performance of the Agreement and which is identified as confidential or is clearly by its nature confidential (“Confidential Information”) except in so far as the Confidential Information:
      1. is required by a person employed or engaged by the receiving party in connection with the proper performance of the Agreement; or
      2. is required to be disclosed by law, provided that the party disclosing the information notifies the other party of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure must be made and will take all reasonable action to avoid and limit such disclosure.
    2. Confidential Information includes information relating to:
      1. Customers and their Payment Transactions; and
      2. our business and the Merchant Operating Procedures.
    3. Any disclosure of Confidential Information permitted under the Agreement will be in confidence, will only be to the extent that any persons to whom the information is disclosed need to know the same for the performance of their duties in accordance with the Agreement and the receiving party is obliged to procure that all such persons are aware of the obligation of confidentiality and undertake to comply with it.
    4. Each party hereby undertakes to the other to use the Confidential Information disclosed to it by or on behalf of the other party solely in connection with the performance of the Agreement and not otherwise for its own benefit or the benefit of any third party.
    5. Confidential Information does not include information which:
      1. is or becomes generally available to the public otherwise than as a direct or indirect result of disclosure by the receiving party or a person employed or engaged by the receiving party contrary to their respective obligations of confidentiality; or
      2. is or was made available or becomes available to the receiving party otherwise than pursuant to the Agreement and free of any restrictions as to its use or disclosure.
    6. Notwithstanding the above, nothing in the Agreement prevents us from utilising your information (including your Confidential Information) for the purposes of carrying out our Services as required to liaise with the PIS provider or any other financial or credit institutions, or as set out in our Privacy Policy.
    7. Without prejudice to any other rights or remedies that the disclosing party may have, the receiving party acknowledges and agrees that if the Confidential Information is used or disclosed other than in accordance with the terms of the Agreement, the disclosing party is, without proof of special damage, entitled to seek an injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this clause 12, in addition to any damages or other remedy to which it may be entitled.
  13. Changing Our Terms
    1. From time to time, we may wish to change these Terms.
    2. Our right to amend by providing two (2) months prior notice. We may vary these Terms by giving you at least two (2) months prior written notice (“Change Notice”) or otherwise with your agreement in writing. If we provide you with a Change Notice, you are entitled to terminate the Agreement, without charge, by providing written notice to us, provided such notice is given within the two (2) months’ notice period we give you before the applicable variation of the Terms becomes effective. Following the expiration of our Change Notice (and if you have not terminated the Agreement before the Change Notices’ expiration), you will be deemed to have accepted the changes to the Terms on the date the applicable variation becomes effective.
    3. Amendments to other important documents. Amendments to these Terms that are required by applicable Laws will be deemed automatically amended according to such Laws.
    4. Without prejudice to clauses 13.2 and 13.3 above, the parties may agree, in writing, to amend the Agreement. An amendment shall enter into force on such date as the parties may agree.
  14. Notices

    Any notice or other communication required to be given under the Agreement or under Laws must be given by email or post or by commercial courier, addressed to the other party at its address contained in the Application Form or such other address as notified to the other for the purposes of the Agreement. You agree to maintain a valid email address and access to the Internet to receive notices under the Agreement. Any notice sent by email will be deemed received one (1) hour after being sent, or if sent after 5pm, at 9am the next Working Day - provided that an undeliverable receipt has not been returned to the sender by this time. Any notice so given by post will unless the contrary is proved, be deemed served at the expiry of three (3) Working Days after it is posted and in proving such posting it will be sufficient to prove that the envelope containing the notice was properly addressed and posted as a first class pre-paid letter. Any notice so delivered by commercial courier, will be deemed to have been duly received on the date and at the time that the courier’s delivery receipt is signed.

  15. Dispute Resolution and Complaint Handling
    1. Please contact us in the first instance. In the event of any dispute or difference or claim howsoever arising between you and us in connection with or in relation to the Agreement, including any dispute regarding the existence, validity or interpretation of the Agreement you should, in the first instance contact us via complaints@everpay.com We endeavour to respond to any complaint or dispute within 15 Working Days with a view to finding a satisfactory solution, however this may be extended to 35 Working Days in case the information required is beyond our control.
  16. Governing Law and Jurisdiction

    The Agreement (including these Terms) is governed by the Laws of United Kingdom and any dispute between us unresolved by the process set out above will then be resolved exclusively in the Courts of United Kingdom.

  17. Regulatory Disclosures
    1. The following information is provided to you in accordance with our obligations under applicable Laws which implement the PSD2.
    2. Our name and address. WTUK Limited having its registered address and head office located at: Chesterfield House, 1 Station Street,Bingham, Nottinghamshire, NG13 8AQ
    3. Our regulator. We are regulated by the UK Financial Conduct Authority.
    4. Framework contract. The terms and conditions set out in these Terms constitute our “framework contract” as defined by the PSD2 and any applicable Laws implementing the PSD2 in your jurisdiction.
    5. Execution times. Upon approval through the payment initiation service provided as per clause 1.1b of this agreement, we will facilitate the direct credit of your named settlement account on the same working day as when the customer initiated the purchase
    6. Fraud and security threats. We will notify you in accordance with clause 14 in the event that we suspect or detect that one or more Payment Transactions are fraudulent, or we believe that one or more Payment Transactions are or will be under security threats.
    7. Limits to the Services. We may suspend the provision of the Services for objectively justified reasons relating to the security of Payment Transaction, the suspicion of unauthorized or fraudulent Payment Transaction, the lawfulness of a Payment Transaction, a request from our PIS provider or a significantly increased risk that you may be unable to fulfil your liability to pay us the Service Fees and all other amounts which are due and/or payable by you in accordance with the terms of the Agreement. In such cases we will inform you of the suspension of the Services and the reasons for it in accordance with clause 14, where possible, before the Services are suspended and at the latest immediately thereafter, unless providing such information would compromise objectively justified security reasons or is prohibited by other relevant law. We will resume the Services once the reasons for blocking no longer exist.
  18. Other Important Terms
    1. Interpretation. The term: “party” or “parties” means a party to the Agreement. Use of the word “including” in the Agreement, also includes the words: “without limitation” immediately following the word “including”. Further, any phrase introduced by the words ‘including’, ‘includes’, ‘in particular’ or ‘for example’ or similar will be construed as illustrative and will not limit the generality of the related general words. Words in the singular include the plural and those in the plural include the singular. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being in force made under it. Headings are included for convenience and do not impact the interpretation of the operative provisions of the Agreement. References to clauses are, unless otherwise provided, references to the clauses of these Terms. To the extent there is any inconsistency between the terms of the Pricing Schedule and the Terms, the Pricing Schedule will prevail.
    2. Severability. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected. If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the parties will negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
    3. Third party rights. Except for any of our Affiliates and the other persons referred to in clauses 9.1 (Indemnified Parties) and 11.4 (Our Associated Parties) nothing herein, express or implied, will be deemed to be for the benefit of any third party or create any third-party rights or standing to sue.
    4. Our use of third parties. We may, at any time during the terms of the Agreement, contract or engage with other goods and service providers with respect to providing you with the Services.
    5. No waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy precludes or restricts the further exercise of that or any other right or remedy.
    6. Remedies are cumulative. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
    7. Assignment and sub-contracting. You may not assign, novate or otherwise transfer the Agreement or any rights or obligations under it, in whole or in part, without our prior written consent. You may not sub-contract or otherwise dispose of or deal with any or all of your rights and/or obligations under the Agreement in whole or in part without our prior written consent. We may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of our rights and obligations under the Agreement.
    8. Entire agreement. The Agreement, and any other documents referred to therein constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement. Each party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (“Representation”) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement or other documents referred to in the Agreement. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation will be for breach of contract.
    9. No agency etc. Nothing in the Agreement is intended to, or will be deemed to, establish any partnership, agency, fiduciary duty, joint venture or any other form of legal association between any of the parties. We are independent contractors for all purposes.
    10. Publicity and announcements. Without prejudice to clause 8.4, we shall have the right to refer to you, the subject matter of the Agreement, or to the Agreement in any publicity or advertising material without first obtaining your prior written consent.
    11. Joint and several liability. If you comprise more than one (1) person (eg a partnership) each legal person has joint and several liability under the Agreement. Each legal person will be individually responsible for any amounts owed to us under the Agreement.
    12. Non-exclusivity. All Services provided by us under the terms of the Agreement are provided on a non-exclusive basis. You are not restricted from entering into an agreement with another payment service provider to receive services of a similar nature to our Services, however you are not permitted to submit the same Payment Transactions with us as well as with another payment service provider. We are able to accept payment transactions from other persons (whether they be merchants or payment service providers themselves).
    13. Your co-operation with the performance of the Agreement. At any time during the term of the Agreement, you agree, at our request, to execute or procure the execution of such documents and do or procure the doing of such acts and things as we may reasonably require, for the purpose of giving effect to all the provisions of the Agreement.
  19. Defined Terms Explained

    Various words and phrases in these Terms have a defined meaning as set out in the text of this document or as provided for below:

    Affiliatesin relation to a party, that party and any subsidiary or holding company or any body corporate with an immediate or ultimate holding company in common with that party.
    Agreementthese Terms, including the Pricing Schedule, the Application Pack and all documents referred to in these Terms.
    Application Formthe document which we ask you to complete as part of your application to use our Services.
    Application Packthe package of documents and forms which we supply to you and ask you to complete and submit to us as part of your application and registration to use our Services.
    Authorisationwith respect to each Payment Transaction, the process by which our appointed PIS provider obtains consent from the your customer and confirmation from its relevant payment service provider that the Customer’s Payment Instrument or Payment Account (as the case may be) has not been stolen and that there are sufficient funds available for the Payment Transaction.
    Authorised Loginsa person (other than you) that is authorised by you to access and use the Equipment and/or Services in accordance with the terms of the Agreement.
    Bankruptcy, Insolvency, Winding up or other similar Termination Eventany or all of the following events:
    1. a party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

        i. (being a company or limited liability partnership) is deemed unable to pay its debts; or

        ii. (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing; or

        iii. (being a partnership) has any partner to whom any of the foregoing apply:

    2. party commences negotiation with any of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of a party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    4. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over a party (being a company) the holder of a qualifying floating charge over the assets of a party (being a company)
    5. the holder of a qualifying holding charge over the assets of a party (being a company) has become entitled to or has appointed an administrative receiver;
    6. a person becomes entitled to appoint a receiver over the assets of a party or a receiver is appointed over the assets of the party;
    7. a party being an individual is the subject of a bankruptcy petition or order
    8. a creditor or encumbrancer of a party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the party’s assets and such attachment or process is not discharged within 14 days; and/or
    9. any event occurs, or proceeding is taken, with respect to a party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs (a) – (h) (inclusive).
    Controllershall have the meaning given to such term in the GDPR
    Customeryour customers or other persons who you permit to carry out Payment Transactions
    Customer Datainformation, data, documents, materials, records of any kind that either on their own or via a combination can identify a living person, Customer and/or prospective Customer and includes such data associated with Payment Transactions, Chargebacks, Refunds and a person’s Payment Instrument and/or Payment Account.
    DataCustomer Data and Service Data.
    Data Protection Lawsshall mean the Electronic Communications Data Protection Directive (2002/58/EC), the General Data Protection Regulation (2016/679), Data Protection Act 2018 and all applicable laws and regulations relating to Personal Data and privacy which are enacted from time to time in any relevant jurisdiction, including (where applicable) the guidance and codes of practice issued by the Information and Data Protection Commissioner and any other competent authority, and the equivalent of any of the foregoing in any relevant jurisdiction. Where the term Laws in used in the Agreement, it shall be construed to include the Data Protection Laws.
    Data subjectshall have the meaning given to such term in the GDPR.
    Demand or Claimany demand, claim, cause of action (threatened or otherwise), proceedings, cost, expense, charge, loss, damages (whether arising in contract, tort, breach of statutory duty or otherwise).
    EEAEuropean Economic Area.
    Equipmentthe equipment required to facilitate the processing of Payment Transactions in connection with the use of our Services and includes any or all hardware, software, firmware, telecommunication or electronic devices and any or all other equipment of a similar nature. For example, “Equipment” includes any approved point of sale Terminal which facilitates the processing of Payment Transactions in a face to face or remote/mobile environment and any and all related devices.
    Excluded Transactionshas the meaning given to it in clause 1.4.
    Expected Liabilitiesany liability that you owe us or you owe to any of our Affiliates under the Agreement (actual or potential) and any amount which we reasonably determine as may be due to us or due to any of our Affiliates with respect to any liability (anticipated or otherwise) related to a Payment Transaction, including but not limited to the amounts that you may owe us under the indemnity granted in clause 9 (Indemnity) and/or related to expected or potential Fines, or Service Fees.
    Finesany or all fines, levies, costs, expenses, charges, assessment or imposition of liabilities of any nature which a Payment Scheme and/or any Regulatory Authority require you or us to pay (including but not limited to the case where you as the Merchant has contributed in us entering into a Fraud Program) which are otherwise directly or indirectly recovered from us by any Regulatory Authority at any time together with costs in relation to such.
    GDPRRegulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
    Intellectual Property Rightspatents, copyright (including copyright in source code, object code, developer tools, data, materials, content and printed and electronic specifications, integrations guides, procedures manuals and related documentation) design rights, trademarks, service marks, trade secrets, know-how, business names, trade names, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now, or in the future, subsist anywhere in the world, including the right to sue for and recover damages for past infringements.
    Issueran entity that issues payment instruments and/or payment accounts to persons named or otherwise authorised to use the payment instrument and/or payment account.
    Lawsall laws and regulations (including regulations, rules and/or guidance of a Regulator) applicable to a party to the Agreement in each case currently in force in any jurisdiction.
    Merchantan entity or person that sells goods and/or services and wishes to, or does, use our Services to facilitate payment for its sale transactions.
    Merchant Operating Proceduresthe operating guidance, procedures, instructions, directions and/or manuals made available by us to you which set out obligations and other information related to your use of our Services and requirements of the Payment Initiation Service provider (as may be amended from time to time).
    Merchant Systemsthe Merchant’s offline, online and/or remote sales application(s) and/or channels together with the Merchant’s systems and/or networks related to the communication of information and data. This includes current or future: telecommunications, wireless, radio, television, cable, satellite or terrestrial networks or systems such as the internet, intranets, extranets, mobile phones, tablets, handheld communications devices, machine readable labels, interactive televisions or comparable electronic media services, networks, systems or platforms.
    Payment Accountthe payment account held in the name of a Customer (or who is otherwise authorised to use the payment account).
    Payment Initiation Services (PIS)The regulated activity of facilitating direct transfer of funds from your customers account into your nominated settlement account upon the instructions and consent of your customer
    Payment Recordthe information or unique identifier that is required to be provided for a Payment Transaction order to be properly executed.
    Payment Transactionany type of payment made to you or a Refund with the use of a Payment Instrument and/or Payment Account (as the case may be). Payment Transaction includes a series of Payment Transactions.
    Personal Datashall mean any information relating to an identified or identifiable individual; an identifiable individual is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity (including special categories of Personal Data listed in Article 9(1) of GDPR).
    Personal Data Breachshall mean accidental, unauthorised, or unlawful destruction, loss, alteration, or disclosure of, or access to, Personal Data.
    Pre-approved Paymenta payment whereby a Customer authorises you to directly request payment on a regular, or sporadic basis. Pre-approved Payments are sometimes called “recurring transactions”, “subscriptions”, “recurring payments”, “pre-authorised transfers” or “automatic payments”.
    Pre-approved Payment Authorityan authority granted by a Customer to you permitting you to carry out Pre-approved Payments from the Customer’s applicable Payment Account (as the case may be).
    Pricing Schedulethe agreed schedule, forming part of the Terms, setting out the pricing and related terms for the requested Services and used to calculate the Service Fees due by you to us for the provision of the Services.
    Processingshall have the meaning given to such term in the GDPR, except where and to the extent that the context requires otherwise.
    PSD2 or Payment Services DirectiveDirective (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC.
    Payment Services Regulations 2017 (PSR2017)The Payment Services Regulations 2017
    Refunda payment made to you that is reversed with the intention of crediting the Payment Account of the relevant person that made the initial payment to you (such as a Customer). A Refund also includes the execution of a Payment Transaction to reverse a previously executed Refund (sometimes referred to as a “Retro-Charge”) (and the term “Refunds” will be construed accordingly).
    Regulatorany governmental or regulatory authority (including the FCA) and/or any self-regulatory authority, governmental department, agency, commission, board, tribunal, crown corporation, or court or other law, rule or regulation making entity having jurisdiction over any of the parties and/or their businesses or assets.
    Reserve and Reserve Accounthave the definitions given to them in clause 3.3.
    Restricted Transactions Listthe document titled the “Restricted Transactions List” which we make available to you and which sets out the list of payment transactions which we have identified either being prohibited or requiring our consent (as amended from time to time).
    Security Codesyour account name, password, personal identification number (PIN) and/or other access keys or credentials that may be used by you to enable access to, or use of, any Equipment and/or the Services.
    Servicesthe services provided by us to you whereby you submit Payment Transactions to us and we submit Payment Transaction data to the applicable Issuer using the services of a Payment Initiation Service Provider to obtain Authorisations for the Payment Transactions and to facilitate payment of funds into your account. Our Services also include any or all other associated or related services we may provide you under the terms of the Agreement.
    Service Datainformation, data, text, images, graphics, documents, materials, notices, messages, records of any kind and in any form (e.g. physical, electronic, static or moving) related to Payment Transactions and the Services, but excluding Customer Data.
    Service Feesthe fees and charges set out in the Pricing Schedule payable by you to us in accordance with clause 4.
    Settlementthe payment by your customer to you of any amounts associated with our providing you with the Services (and the term “Settled” will be construed accordingly).
    Settlement Bank Accountthe account opened and maintained by you during the term of the Agreement with an authorised credit institution OR with WTUK into which you receive proceeds of Payment Transactions initiated by your customers and also the same account that permits your payment of any amount you are liable to us.
    Settlement Currenciesthe settlement currencies that we have agreed to Settle your Payment Transactions as set out in your Application Form or Pricing Schedule.
    Settlement Proceedshas the meaning given to it in clause 3.6.
    Special Categories of Personal Datashall mean Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, data concerning health or sex life and data consisting of information as to the commission or alleged commission of any offence or any proceedings for any offence or alleged offence or the disposal of such proceedings or the sentence of any court in such proceedings.
    Termsthese terms and conditions of business as amended from time to time.
    Terminala device (physical or virtual) that allows the capture of Payment Instrument details for the purpose of facilitating Authorisations and submitting Payment Transactions.
    Territoriesthe countries and regions which you may use our Services as identified in your Application Form.
    Third Party Suppliera person who provides goods and/or services and who is not a party to the Agreement.
    Third Party Systems and Servicessystems, networks, goods and/or services provided to you by a Third Party Supplier (which may include Equipment).
    Transaction TypesThe Payment Transaction types identified in your Application Form as applicable to your use of the Services.
    us, our or weWTUK Limited (“Everpay”), and its lawful successors, transferees or assigns.
    VATvalue added tax imposed by Laws applicable to Acquirer.
    Working Daymeans a day between Monday and Friday on which banks are open for normal banking business (such as over the account customer services) in UK.
    you or yourmeans the entity set out in the Application Form and/or Pricing Schedule who is not us.

Client agreement

  1. The Client requests EVERPAY from time to time to provide foreign exchange services and payment services pursuant to the attached Terms.
  2. The Client has received, read and understood the Terms and agrees to be bound by them.
  3. The Client warrants that the information provided to EVERPAY is correct and that EVERPAY will be informed immediately in writing of any subsequent changes to that information.
  4. EVERPAY may only accept payment from a bank account in the Client’s own name and not from a third party unless prior arrangements have been agreed.
  5. The Client consents to the digital recording of all telephone conversations with EVERPAY with or without an automatic tone warning device.