Xiva Terms of Platform Services
Introductory remarks
We’re excited to partner with you and provide the mobile application for business management. This document is our official agreement, and it outlines how we’ll work together, what you can expect from us, and what we’ll need from you.
What’s This Agreement About?
Simply put, this Agreement explains the Platform access and related services we’ll provide, the fees you’ll pay, and the rules we both need to follow. We’ve tried to keep things straightforward and avoid legal expressions where possible, so it’s clear and easy to understand.
Who Are the Parties?
When we say “we,” “us,” or “our,” Xiva - that’s us, the folks providing you with the access to the Platform and accompanying services. When we mention “you” or “your,” we’re talking about you, who’s using our services to manage interaction with customers through our Platform.
Let’s Talk
Communication is key. If you have questions, concerns, or just want to chat about how things are going, we’re here. This Agreement outlines how we can resolve any disputes and work together effectively.
It’s Official
By confirming that you accept the terms of this Agreement or by using our Services, you’re agreeing to the terms laid out in this document. We recommend reading through this Agreement carefully to ensure you understand everything. If there’s anything you’re unsure about, please reach out—we’re happy to clarify.
Important Information
Please note that our mobile application operates as a cloud-based solution and requires internet access to function. You must ensure access to the internet on your device at your own expense in order to use the Service. Our mobile application is currently available on iOS and Android.
1 Definitions
In this Agreement, we use certain terms that have specific meanings. Here’s a quick guide to help you understand these terms:
“Account” refers to the registered profile you create and maintain on the Platform to access and use the Services provided. This Account encompasses your business information, user credentials, payment settings, delivery settings and preferences for operating your Website. It serves as your digital identity on the Platform, enabling you to manage product and service listings, schedule appointments, accept online bookings, process payment transactions, track orders, communicate with customers, and access Services.
“Agreement” means this document, setting out the terms under which we provide Services to you, including any schedules, appendices, and future amendments.
“Business Day” means a day on which banks are open for general business in the UK, but excludes Saturday, Sunday and any other day which is a public holiday.
“Confidential Information” involves any non-public information shared between us related to the Services, including customer data, transaction details, and sensitive business information.
“Force Majeure” refers to any event or condition, not existing as of the date of signing this Agreement, not reasonably foreseeable as of such date, and not reasonably within the control of either party, that prevents, in whole or in part, the performance by one of the parties of its obligations under this Agreement. This includes, but is not limited to, acts of God, natural disasters, war, terrorism, riots, fires, floods, strikes, or legislation changes beyond our control.
“Platform” is the digital application provided by us, accessible on Android and iOS devices, through which you access and use the Services.
“Services” encompasses the full range of services we provide under this Agreement, including but not limited to product and service management, booking, invoicing, communication, analytics, tracking of payment transactions, designed to support your business.
“Website” refers to your website accessible and manageable through the Platform, designed to support both your e-commerce activities and the booking of in-person appointments.
“Xiva” means Xiva Ltd, a private limited liability company incorporated under the laws of England and Wales with company number 15331821, with its registered address located at Suites 15-16 Pure Offices Hatherley Lane, Cheltenham Office Park, Cheltenham, England, GL51 6SH.
These definitions are intended to clarify the terms used throughout our Agreement, ensuring you have a comprehensive understanding of the provisions governing our relationship. Should you require further explanations on any term or aspect of this Agreement, we encourage you to contact us for clarification.
2 Access and Use of the Platform
2.1 Services Description
The Platform is designed to streamline your business operations by offering a suite of advanced tools for product and service management, appointment scheduling and tracking, online-booking, invoicing, communication, analytics, tracking of payment transactions, and comprehensive payment service. These tools may be supplemented by offering of additional services or features that we may introduce as may be notified to you from time-to-time. These features are tailored to foster efficient interactions between your business and your customers facilitating a seamless ecosystem for the exchange of services and products.
A cornerstone of our Service offering is our integrated payment solution. This allows you to accept and process payment transactions from your customers through various payment methods, enhancing your ability to conduct business online and in person. The payment solution is governed by a separate set of terms and conditions that can be found here: Xiva Terms of Payment Acquiring Services
2.2 Products and Services on the Platform
The Platform provides you with the tools to create, showcase, and sell a wide array of products and services, including the ability to facilitate bookings for appointments directly with customers. It’s important to note that you are solely responsible for managing and tracking the inventory and availability of your products and services offered through your Website. This includes ensuring that the quantity of products available for purchase is accurately reflected and that appointments are scheduled appropriately to avoid overbooking or conflicts.
You are expected to actively manage your offerings on the Platform, keeping product information, availability, and scheduling up to date to provide a reliable and efficient experience for your customers. You may choose which products and services will be displayed on the Website and which won’t. There is also an option to have some of the products and services available only through the Platform without displaying them on the Website.
The responsibility for maintaining the accuracy of your inventory and the time slots availability and appointment management rests with you. The Platform is designed to support your business by providing the means to present your products and services effectively on your Website; however, the day-to-day management and oversight of these offerings, including inventory control and appointment scheduling, are critical roles that you must fulfil to ensure the success of your transactions and customer satisfaction.
2.3 Website
The Website accessible through the Platform enables you to sell products or services online and allows customers to book appointments directly with you. In order for the products and services to appear on the Website you must configure them on the Platform.
The Website can be hosted on a domain owned by you, if available, or on a domain provided by us (xiva.me). You will need to choose the appropriate domain when configuring the Website. The Website serves to facilitate online sales, customer bookings and interactions, offering a seamless integration of e-commerce and service scheduling functionalities to enhance your business operations and customer engagement. While we provide you with the capability and tools to manage your Website through our Platform, it is your responsibility to ensure that it is configured appropriately, in line with our requirements and guidance provided to you. This includes, but is not limited to, managing product or service listings, appointment availability, and ensuring that the Website’s content is accurate, lawful, and not misleading.
Your customers will have the possibility to manage their appointments and orders on your Website through their accounts that will be created when making appointments or placing orders.
2.4 Your Registration Obligations
Registration on the Platform is required to access and utilise its full range of Services. By registering, you commit to providing accurate, current, and complete information about your business and yourself as required by the Platform’s registration process. This information is protected in line with our Privacy Policy. The Platform and the Services are available to use if:
- You are an individual trader (registered or unregistered) and a resident of UK or,
- A small business owner (registered or unregistered) residing and operating in the UK.
2.5 Account Security
You bear the responsibility for the confidentiality and security of your account information, including passwords and other credentials. You must promptly inform us of any unauthorised access to or use of your account or any breach of security. Our liability for losses or damages resulting from your failure to secure your account information is expressly disclaimed, unless this is not allowed by laws.
2.6 Modifications to the Platform
We reserve the right, at our sole discretion, to modify, suspend, or discontinue any part of the Platform or Services. While we endeavour to operate with transparency and predictability, certain circumstances may necessitate changes without prior notice. However, where feasible, we aim to provide advance notice of any significant modifications, along with the reasons for such changes, to ensure you are well-informed and can adjust your business operations accordingly.
To minimise any potential disruption to your business, we will strive to communicate these changes through the most effective channels available, including email notifications, platform announcements, or direct communication, depending on the nature and urgency of the change.
Our decision to modify the Platform will always consider the potential impact on you and we will strive to balance the need for innovation and improvement with the stability and reliability you depend on. Nonetheless, we shall not be liable for any inconvenience, disruption, or loss that may result from modifications, suspensions, or discontinuations of the Platform or Services.
We encourage you to regularly review Platform updates, such as updates of the application version or general business and/or conduct requirements and adapt your use of the Services to align with any changes, ensuring that your business continues to benefit from the full range of functionalities offered by us.
2.7 Use and Storage Practices
We may implement general practices and establish limits related to your use of the Platform to safeguard against unwarranted behaviour and ensure a secure, reliable service for all users. These measures may include, but are not limited to, restrictions on data storage capacity, and retention periods for various types of data. Such practices are designed not only to manage the Platform’s resources efficiently but also to minimise risks associated with potentially harmful or fraudulent activities.
In the event that your account is identified as inactive over 180 calendar days, we reserve the right to restrict and thereafter terminate the account to maintain the integrity and security of the Platform. This action is taken as a precautionary measure to prevent misuse of Services and to optimise performance for active users.
We hold the discretion to modify these general practices and limits as necessary, responding to evolving business needs, technological advancements, or security requirements, and such adjustments may be made without prior notice to you. While we aim to operate with transparency, certain situations may require swift action to protect the Platform, its users, and your customers without the possibility of providing advance notice.
Our responsibility for the deletion or failure to store any data or content maintained or transmitted through the Platform is expressly disclaimed. You must ensure that your data management practices are aligned with your business needs and the terms of service of the Platform. By establishing and enforcing these practices and limits, we aim to provide a safe, efficient, and effective service for all users, while retaining the flexibility to address and mitigate risks associated with behaviour that could undermine the Platform’s reliability and reputation.
3 Your Obligations
As a user of the Platform, you have specific obligations to ensure the integrity, security, and smooth operation of your Website and the wider Platform. Your adherence to these obligations is critical in maintaining a trustworthy environment for all users and your customers. Below are the key responsibilities you are expected to uphold:
3.1 Compliance with Laws and Regulations
You must conduct your business in full compliance with all applicable laws, regulations, and guidelines. This includes, but is not limited to, adherence to anti-money laundering and anti-financial crime laws, data protection laws, consumer protection laws, card scheme rules, and any regulations governing online commerce and payments. It is your responsibility to stay informed and ensure that your business operations, including the sale of goods and services, abide by these legal requirements.
3.2 Accurate Information and Representation
Providing truthful and accurate information is a cornerstone of your responsibilities. Misleading us, your customers, or any other party with false information undermines the trustworthiness of the Platform and is strictly prohibited. Accuracy in all your communications, product and service listings, and transactions is essential for maintaining a transparent and reliable business environment.
Your products and services must be represented accurately on the Platform. Ensure all descriptions, images, and pricing details are truthful, complete, and current. Misrepresentation can lead to customer disputes, harm your reputation, result in legal actions, and potentially cause the suspension and termination of your Website and our Services.
3.3 Compliance with Verification Processes
When requested, you must comply fully with our verification processes, which may include submitting additional documentation or information to verify your identity or any details you have provided. Refusal or evasion of these requests is not acceptable and can result in restrictions on your use of the Platform. In case any information about you changes, you must promptly, but not later than within three Business Days, inform us of any changes in your business, legal form, address, type of goods and/or services offered, changes in the ownership structure or any other material changes.
3.4 Data Protection and Privacy
Protecting the privacy and security of your customers’ data is paramount. You must implement and maintain adequate security measures to safeguard customer information collected through your Website or otherwise while you interact with your customers through the Platform. Compliance with data protection regulations, including GDPR for merchants operating within or targeting customers in the United Kingdom, is mandatory.
3.5 Financial Responsibility
You are responsible for managing your financial transactions, refunds, and customer disputes in a timely and fair manner. This includes adhering to the Platform’s policies on payment processing and dispute resolution. It is also your duty to ensure that all financial dealings are conducted in accordance with applicable laws and good business practices.
3.6 Cooperation with Platform Updates and Policies
We may, from time to time, update the Service’s functionalities, policies, and terms of service. You will be informed at the earliest convenience when these updates require your further action. You are obliged to cooperate with these updates and ensure that your use of the Services remains in compliance. This may involve making necessary adjustments to your Website, product or service listings, or business practices to align with new features or regulations.
3.7 Respectful Conduct
Maintaining a respectful and professional interaction with customers, other merchants, and our staff is expected at all times. Any behaviour deemed abusive, discriminatory, or otherwise inappropriate may result in actions taken against your account, including suspension or termination.
3.8 Service Distribution Prohibition
You are expressly prohibited from sublicensing, subcontracting, or making any part of the Services available to third parties. The Services provided are for your direct use in operating your business through the Platform. Any attempt to distribute or share these Services compromises the security and integrity of the Platform and is strictly forbidden.
3.9 Preventing Operational Disruption
Your operation on the Platform should not lead to complaints, disputes, chargebacks, additional fees, or other charges that exceed the thresholds communicated to you and could negatively impact us, intermediary institutions, or third parties. It is your duty to conduct business in a manner that minimises operational disruptions and maintains the Platform’s reputation for quality and reliability.
3.10 Risk Management
You must avoid any actions or omissions that could expose us to credit or fraud risks, legal breaches, reputational damage, or a significant increase in such risks. Proactively managing your business to mitigate these risks is essential for safeguarding the Platform and its users.
3.11 Integrity of Accounts and Services
Tampering with or attempting to alter your Account or the Platform in any way is expressly prohibited. Ensuring the integrity and security of your account and the Services you utilise is critical for the smooth operation of the Platform.
3.12 System Resource Management
Actions that impose an unreasonable or disproportionately large workload on the Platform’s infrastructure or systems, such as DDoS attacks, excessive automated access, spamming, or otherwise exploiting software vulnerabilities, are to be avoided. It is important to use the Platform’s resources responsibly to ensure its stability and availability for all users.
3.13 Restrictions on Products, Services and Industries
As a user of Platform, you must adhere to specific restrictions concerning the types of products and services you may offer through your Website. Additionally, certain industries are considered off-limits for operation due to regulatory, legal, or ethical concerns. For a comprehensive list of these restricted products, services, and industries, please refer to the detailed guide available by the means of the following link: Prohibited and Restricted Activities & Businesses.
4 Fees and Payments
4.1 Overview of Fees
We impose fees for various Services offered on the Platform. The specific fees associated with these and other Services will be detailed in our Fee Schedule, which is available on our website. Unless we agree differently, all Fees don’t include VAT or any other taxes that might apply. You’re responsible for handling and paying any taxes that apply.
4.2 Changes to Fees
We retain the flexibility to revise our Fee Schedule to reflect changes in our Services, legal and regulatory requirements, or operational costs. Any alterations to our Fees will be communicated to you with a minimum of two months’ notice, aligning with our commitment to transparency as outlined in Section 10 of this Agreement.
4.3 Payment of Fees
Fees due, as per the Fee Schedule, must be settled in accordance with the specified payment terms. Each fee will detail the payment frequency and manner but as a general rule, all applicable Fees are immediately due and payable subsequent to the provision of Services. We can collect any fees or charges by taking them out of the money we’re going to pay you, taking them from the account, sending you a bill for them, or using legal ways to get the money from you.
4.4 Setting Off Debts
You give us permission to use the money we’re going to pay you, or any other money we hold for you, to cover any debts you owe us under this Agreement, without telling you in advance. When we use the funds held on your behalf to set-off any of your debt, we will send a clear statement showing the transactions and the net results of our actions.
5 Communication and Notices
5.1 Contact Information
When you sign up, you give us your email, phone number, address, and other ways to contact you. By giving us this information, you’re okay with us using these methods to send you all kinds of communications and notices. If your contact details change, you need to tell us fast - within three Business Days, to be exact. If you don’t, and a message we send doesn’t reach you, it’s not our responsibility. We’ll consider the message delivered properly.
You can reach out to our customer support team whenever you need help. Just send us an email at our dedicated support email address, and we’ll be there to assist you. All general questions can be sent to support@xiva.com.
5.2 When You’re Considered to Have Received a Message
You’re thought to have gotten a message from us if:
a) We hand-deliver it or courier it, and you receive it that same day.
b) We send it by regular mail, and three Business Days have passed .
c) We send it by SMS, straight away, unless we’re told the message didn’t get through.
d) We email it, and the day we send it, unless we find out it didn’t get through.
5.3 Non-Business Days
If we send you something when it is not a Business Day, you’ll be considered to have received it on the next Business Day.
5.4 Our Choice of Communication
We have freedom of choice in how we send you notices or messages, and we’ll pick what we think is most suitable. When you agree to this Agreement, you’re promising to regularly check the contact methods you’ve told us about. If you have a preferred method of being contacted, please let us know. If you miss something because you didn’t check, that’s your responsibility.
5.5 Privacy and Internet Risks
We’ll keep your information safe, just like we say in our Privacy Notice. But, remember, when you’re sending info over the internet, like emails, there are risks because it goes through systems we can’t control. When using the internet, it’s tough to keep the fact that we’re communicating, what we’re doing, and our relationship totally private.
6 Non-compliance with the Obligations Consequences
If you don’t follow the obligations set out in this Agreement, apart from the legal remedies available, we must take necessary steps to protect the Service’s integrity, security, and smooth running. We apply these corrective measures thoughtfully, aiming to keep a safe and rule-abiding space for everyone. The actions we might take, depending on how serious or what kind of rule-breaking occurs, can include:
1. Website Suspension: We may suspend the online presence of your Website. Should this action be taken, your Website, along with all content previously published and made accessible through it, will be rendered unavailable to external users and visitors. This measure means that all information, pages, and resources associated with your Website will no longer be accessible to the public or any third-party entities.
b) Account Suspension: If you significantly break our rules or act harmfully, we may temporarily stop your access to the Platform. This suspension gives us time to look into and sort out the problem.
These actions aren’t the only steps we might take, and we’ll decide on the most appropriate response based on the specific situation and its impact on the Services.
7 Dispute Resolution and Complaints
In the event of a disagreement or dispute arising from your use of the Services or related to this Agreement, we encourage an approach aimed at resolving such issues amicably and efficiently. The following steps outline the process for dispute resolution:
7.1 Initial Resolution Effort
If you encounter a problem or disagreement, we ask that you first contact our customer support team at support@xiva.com . We will make a concerted effort to address and resolve your concerns promptly. Our goal is to reach a satisfactory resolution through direct communication and understanding of the issue at hand.
7.2 Formal Complaint
7.2.1 Submitting a Complaint
If you have any complaints regarding the Services provided by us, you are encouraged to submit them through email at: complaints@xiva.com
The complaint must include:
a) Your name;
b) The email address you registered with us;
c) Your telephone number;
d) A clear description of the complaint.
This ensures that your complaint is promptly directed to our customer services team with all information that is required to appropriately handle your complaint.
7.2.2 Handling of Complaints
Upon receiving your complaint, it will be processed according to our comprehensive complaints procedure. Our goal is to resolve any issues related to the Services we provide within fifteen Business Days. In exceptional cases, this period may extend to thirty-five Business Days. A copy of our complaints procedure is available upon request and will be automatically provided to you when you file a complaint.
8 Dispute Resolution Process
In the unlikely event that a dispute arises from or in connection with the Services provided by us, and cannot be resolved through our complaints procedure as outlined in Section 7, the following dispute resolution process shall apply. This process is designed to ensure a structured approach to resolving disputes under the governing law of England and Wales and within its jurisdiction.
8.1 Notice of Dispute
Before taking any formal legal action, the party initiating the dispute (the “Initiating Party”) must first provide the other party (the “Responding Party”) with a written Notice of Dispute. This notice should clearly describe the nature of the dispute, the requested resolution, and any steps already taken to attempt resolution. The Responding Party is expected to respond within a reasonable timeframe, typically no more than 30 days.
8.2 Negotiation
Upon receipt of the Notice of Dispute, both parties agree to enter into negotiation in good faith to attempt to resolve the dispute amicably. This phase allows both parties to discuss the dispute directly and seek a mutual agreement without the need for formal legal proceedings.
8.3 Legal Proceedings
If the dispute cannot be resolved through negotiation within a reasonable period, typically 60 days from the date of the Notice of Dispute, either party may then proceed to initiate formal legal action.
8.4 Continuation of Services
Except where a dispute necessitates the suspension or restriction of Services as per the terms of this Agreement, we aim to continue providing access to the Platform and Services during the dispute resolution process. This commitment ensures that, where possible, your business operations can continue without undue interruption.
This dispute resolution process is established to provide a clear and fair mechanism for resolving disputes, with a strong preference for amicable solutions prior to engaging in formal legal action. Both parties are encouraged to communicate openly and negotiate in good faith to resolve disputes efficiently, respecting the legal framework of England and Wales.
9 Term, Termination and Suspension
This Agreement becomes effective upon your acceptance of its terms, confirming that you accept the terms of this Agreement or start using our Services, and will continue indefinitely unless terminated by either party in accordance with the provisions set out herein.
9.1 Termination by You
You may terminate this Agreement with us and close your Account at any time. To do so, you must notify us in writing through the provided contact channels on the Platform. Upon receipt of your termination request, we will proceed with closing your Account, subject to the completion of any outstanding transactions or obligations.
9.2 Termination by Us
9.2.1. Reasons for Termination or Suspension
We reserve the right to terminate your access to the Platform and Services or to suspend your Account under certain conditions, which include, but are not limited to:
a) Breach of any terms of this Agreement, including non-compliance with the obligations outlined in Section 3.
b) Engagement in prohibited conduct and / or illegal activities.
c) Legal or regulatory requirements mandating such termination or suspension.
d) Security reasons or protection against fraud.
e) Prolonged inactivity of your Account, of 180 calendar days or more.
f) Our discretion to discontinue offering services to you.
9.2.2. Notice of Termination or Suspension
We will provide you with a two-month prior notice of termination or suspension unless doing so:
a) Would breach legal or regulatory requirements.
b) Would compromise fraud or other investigations.
c) Is not possible due to technical limitations.
9.2.3. Suspension with Cause
If the suspension concerns any reasons outlined in sub-clauses 9.2.1 a) to d) above, we may implement it immediately without the need to provide advance notice. In such cases, we will notify you shortly following the restriction or suspension.
9.3 Effects of Termination
Upon termination of this Agreement for any reason:
a) All rights and licenses granted to you under this Agreement will immediately cease.
b) You must cease all use of our Platform and Services and delete or return any of our property, material, or confidential information in your possession.
c) Any outstanding payments owed to us become immediately due and payable.
9.4 Account Reinstatement
In cases of suspension, you may be eligible for reinstatement upon resolving the issues that led to the suspension. The process for reinstatement will be communicated to you at the time of suspension and may involve corrective actions or compliance with specific conditions.
10 Amendments to the Agreement
10.1 Right to Amend
We reserve the right to modify or amend the terms of this Agreement at any time. Changes may be necessitated by updates to our Services, legal and regulatory updates, enhancements to security measures, or the introduction of new features to the Platform.
10.2 Notice of Amendments
We will provide you with at least two months’ notice before any changes to the Agreement take effect. This notice will be delivered through email or another communication method listed within your Account details. The notice will outline the proposed changes and the effective date of these changes. Where an amendment to this Agreement is required by law or relates to the addition of a new service, additional functionality for the Account or any other change that neither reduces your rights nor increases your responsibilities, the amendment may be made with ten days prior notice by email.
10.3 Your Acceptance
If you continue to use the Services and the Platform after the effective date of the amendments, your use will signify your acceptance of the revised agreement. If you do not agree with the changes, you have the right to terminate the Agreement before the changes take effect, without incurring any penalties.
10.4 Urgent Changes
In exceptional circumstances, where amendments are required to be made without the possibility of giving two months’ or ten days’ notice (for example, for security reasons or due to immediate legal requirements), we will implement the changes immediately. In such cases, we will inform you of the amendments and the reasons behind them as soon as possible.
10.5 Access to Updated Agreement
The latest version of this Agreement will always be accessible on our website https://xiva.com/. We encourage you to review the Agreement periodically to ensure you are informed about the terms governing your use of the Services.
11 Confidentiality
11.1 Commitment to Confidentiality
Both you and us agree to keep all information related to this Agreement and the Services used strictly confidential. This includes customer data, transaction details, business strategies, and any sensitive information shared or discovered through using the Platform or in connection with this Agreement. We both agree not to share this information with anyone else without getting written permission from each other unless it is explicitly allowed by this Agreement. There are a few instances when one of us can share confidential information without getting the other’s permission first:
a) If the law requires it, or if a court, authority, or government body asks for it.
b) When talking to our lawyers, accountants, or other professional advisors who need to know this information to do their job for us and have promised to keep it secret.
11.2 When Information Isn’t Confidential
Information won’t be seen as confidential if it:
a) Was already known to either of us before being shared under this Agreement without any promise to keep it a secret;
b) Becomes public knowledge through no fault of either of us;
c) Is developed independently by either of us without using the confidential information shared.
11.3 Purpose of Using Confidential Information
The confidential information exchanged under this Agreement should only be used for fulfilling our respective obligations and exercising our rights under this Agreement. Any other use is off-limits without clear, written consent from the party that owns the information.
12 Privacy and Data Protection
12.1 Using Your Information
When you share your contact details and other personal information with us, you’re letting us use this data to:
a) Provide you with our Services and access to the Platform.
b) Analyse how our Services are used, for market research, and to improve what we offer.
c) Help prevent illegal activities like money laundering and fraud.
d) Enhance and develop new Services for you.
12.2 Sharing Your Information
You agree that we might share your information with our team, related companies, agents, those monitoring for fraud, banks, card schemes, and anyone else who’s part of making our Services work. This helps us process payments and keep things running smoothly.
12.3 Your Rights
You have the right to see and amend any personal information we have about you. Just let us know if you think something’s wrong or needs updating.
12.4 Keeping Your Data
We’ll hold onto your information for at least five years after we’ve finished the end of our business relationship, to make sure we meet our legal requirements.
12.5 More Details
Our Privacy Notice gives you the full picture of your rights and our duties. By agreeing to work with us, you’re saying you understand and accept what’s in the Privacy Notice which is available at Privacy Policy.
12.6 Your Responsibilities
When processing the data of your customers you act as the data controller and it’s your job to make sure:
a) You follow data protection laws, only giving us information you’re allowed to share.
b) You’ve got a legal reason for all the personal data handling you do, including getting consent from people if needed.
c) You tell people what you’re doing with their data, especially if it’s being shared outside the UK or European Economic Area (EEA).
d) You keep the data accurate and only for as long as needed.
e) You protect the data, maybe even appoint a data protection officer, and show you’re processing data legally and safely.
f) You respect people’s rights over their data, like letting them see it, fix it, or ask for it to be deleted.
g) You work with us to meet data protection rules.
h) If you’re making decisions with data automatically, you have safeguards in place, like letting people have a say or challenge decisions.
12.7 Sending Data Abroad
You give us permission (and confirm you’ve got the right permissions from others) to move personal data outside the UK or EEA as part of our Services, making sure it’s done legally and safely.
13 Intellectual Property Rights
13.1 Ownership of Intellectual Property
All intellectual property rights, such as trademarks, trade names, patents, copyrights, and any software needed to deliver the services outlined in this agreement, will always belong exclusively to us and to any third parties who have granted us the proper licenses. This includes all branding, design elements, software features, and any other materials we’ve shared with you via the Platform or as part of the services we provide.
13.2 Grant of License
We grant you a limited, non-exclusive, non-transferable license to use our intellectual property solely in connection with the use of the Services provided by us and in accordance with the terms of this Agreement. This license is granted for the purpose of enabling you to utilise the Services effectively and within the scope of your business operations.
13.3 Restrictions on Use
You are not permitted to:
a) Alter, modify, or create derivative works based on the intellectual property provided without our prior written consent.
b) Use the intellectual property for any purpose not expressly allowed under this Agreement or beyond the scope of the Services provided by us and available through the Platform.
c) Sub-license, sell, rent, lend, or distribute any of the intellectual property or otherwise make it available to third parties outside the context of the Services received.
13.4 Protection of Intellectual Property
You agree to take all reasonable steps to protect our intellectual property rights and to prevent any unauthorised use, reproduction, or distribution of the Platform’s materials. Should you become aware of any infringement or unauthorised use of our intellectual property, you are obliged to notify us immediately.
13.5 Intellectual Property Infringements
In the case of a claim that the use of the Platform or any Services provided infringes the intellectual property rights of third parties, we will take responsibility for the investigation, defence, settlement, and discharge of such a claim. You agree to provide reasonable assistance in these matters.
13.6 Termination of License
The license granted under this Agreement will automatically terminate upon the expiration or termination of this Agreement. Upon termination, you must cease all use of our intellectual property and destroy or return all materials containing our intellectual property that are in your possession.
13.7 Survival of Intellectual Property Rights
The termination or expiration of this Agreement does not affect our ownership of the intellectual property rights. All rights not expressly granted to you in this Agreement are reserved by us.
14 Limitations of Liability and Warranties
14.1 Implied Terms
Where the law permits, this Agreement doesn’t include any terms or warranties that aren’t explicitly stated herein. We’re providing our Services based on the specific terms we’ve agreed upon, nothing more.
14.2 Our Role
Our involvement is limited to providing the Platform for your use and Services detailed in this Agreement. The relationships and agreements you have with your customers or any financial institutions are your responsibility. We have no obligation regarding the products or services you offer or the content on your Website. Additionally, there is no commitment from our side to undertake enhancements, updates, modifications, or any alterations to the Platform or the Services provided herein.
However, we continuously strive to enhance the user experience and the overall quality of the Platform and Services. To this end, we welcome your feedback, comments, and suggestions. While we appreciate your input, the decision to incorporate such feedback into improvements or changes remains at our discretion, based solely on our assessment of their potential to contribute positively to the Platform or Services without assuming any additional liability or obligation.
14.3 Your Responsibilities
You’re responsible for covering any refunds, fees, penalties, and other charges that come up from using our Platform or Services or if you don’t follow this Agreement. You agree to reimburse us for these expenses and pay these costs promptly.
14.4 Third-Party Damages
We are not liable for any harm or losses suffered by third parties, including your customers, due to your failure to meet the obligations of this Agreement.
14.5 Handling Payment Data
The security and accuracy of the payment data you transmit to our servers are your responsibility. We are not liable for any data loss or inaccuracies once the data has been sent to us, particularly if proper backups were not maintained.
14.6 Our Services “As Is” Basis
Our Services and Platform are provided “as is” and “as available,” with no express or implied warranties regarding their performance, reliability, or availability. Our obligations are limited to those expressly outlined in this Agreement.
14.7 Our Liability
To the fullest extent permitted by law, we will not be liable for any direct, indirect, incidental, or consequential losses, including but not limited to lost profits, loss of business, or reputational damage, arising from our actions, inactions, or those of individuals or entities associated with us.
These limitations on liability apply to any claims you may have against us, regardless of whether they’re based on contract, tort, negligence, strict liability, or any other legal theory. This protection extends to our directors, officers, employees, agents, and suppliers.
14.8 Instances That Cannot be Excluded by Law
Nothing in this Agreement shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud or what otherwise cannot be excluded by law.
15 Force Majeure
15.1 Notification
If either you or we are prevented from fulfilling our obligations under this Agreement due to a Force Majeure event, the affected party must promptly notify the other, detailing the nature of the event, its expected duration, and any actions being taken to avoid or minimise its effects.
15.2 Suspension of Obligations
Upon the occurrence of a Force Majeure event, the obligations of the affected party under this Agreement will be suspended for the duration of the event. The suspension of obligations will not be considered a breach of this Agreement.
15.3 Effort to Continue Performance
The party affected by the Force Majeure event agrees to make all reasonable efforts to continue to fulfil its obligations as far as possible, including through the use of alternate means or methods of performance.
15.4 Right to Terminate
If the Force Majeure event continues for a period longer than three months, either party may terminate this Agreement upon written notice to the other party. Upon such termination, neither party will have any further obligation to the other under this Agreement, except for those obligations that by their nature are intended to survive termination.
15.5 Mitigation
Both parties agree to cooperate fully with each other to mitigate the effects of the Force Majeure event as much as practicably possible. This includes sharing information, resources, and assistance as may be necessary to overcome the circumstances and resume full performance under this agreement.
16 General Provisions
16.1 Entire Agreement
This Agreement constitutes the entire agreement between you and us regarding your use of Services. It supersedes all prior agreements, communications, and proposals, whether oral or written.
16.2 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid or unenforceable provision will be replaced with a valid provision that most closely matches the intent of the original provision.
16.3 Waiver
Failure by either party to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by the party in writing.
16.4 Assignment
You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign or transfer our rights and obligations under this Agreement to another entity without restriction.
16.5 Governing Law and Jurisdiction
This Agreement, and any dispute arising from the relationship between the parties to this Agreement, will be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any disputes or claims that may arise out of or in relation to this Agreement or its formation.