Terms and Conditions – instantdebit Limited
These terms and conditions apply to all instantdebit (‘us’, ‘our’, ‘instantdebit’) users (‘you’, ‘your’).
You are entering into a contract with instantdebit, a joint venture between Trustist Payments Limited (a wholly owned subsidiary of Trustist Limited) and Sticky Connections Ltd.
instantdebit Limited provides services under the trading name of “instantdebit” (hereinafter referred to as “instantdebit”). instantdebit provides a service to facilitate Open Banking from a third party (“End-User”) through our platform. “End-User” means the individual seeking to make a payment via instantdebit which has been generated for them by the Merchant.
These Terms of Use apply to any use of instantdebit’s Services in accordance with clause 1.0 below. For the purpose of these Terms of Use, reference to use of “our service” or “the service” or “instantdebit’s services” (“Services”) shall refer to the service mentioned in accordance with clause 1 of these Terms of Use.
Please read these Terms of Use carefully before you start to use our Services. By using our Services, you are indicating that you have read these Terms of Use and agree to be bound by them. If you do not agree with all of these Terms of Use, you are not permitted to access or use the services provided through the software associated with our services.
Our agreement gives you a license to use our software as agreed.
Any reference to “Third Party Services” means the relationship between our Merchants and the End-User.
HOW OUR SERVICE WORKS
1.1 instantdebit will provide the following services:
1.2 The instantdebit platform allowing the End-User to make a purchase from the Merchant via instantdebit terminals and/or mobile phones.
1.3 Through the platform, the Merchant will then be informed of the completion of the payment initiation services after such information is received from End-User’s bank.
1.4 Invoicing, settlement and any other services as offered by instantdebit and used by the Merchant.
1.5 Dashboard or report of invoices and payments initiated on Platform and their status.
1.6 It is the merchant’s responsibility to ensure the funds have arrived into their nominated bank account.
1.7 The process of the End-User making payment to the Merchant as laid out in the following flow:
Merchant inputs pricing into instantdebit terminal or mobile screen
End-User taps phone or instantdebit terminal
End-User is prompted to open the link on their phone
End-User selects bank
End-User makes payment via Open Banking with details of the amount auto-filled
Merchant receives confirmation of payment received via instantdebit terminal or mobile screen
PRICING AND BILLING
2.1 Merchants sign up to our service with charges as agreed in writing with instantdebit.
2.2 instantdebit transactions will be charged at a minimum of £0.09 per transaction, or as otherwise agreed with you.
2.3 Integration with accounting apps. Our Xero integration is charged at the rate agreed with you.
2.4 Payment is billed monthly in arrears and charged via Direct Debit.
2.5 In the event that your volume of transactions means that you use virtual IBANs for the collection of payments, fees will be taken from your settled payments, with the remainder settled net to you on a frequency to be determined with instantdebit.
2.6 We reserve the right to change the price of our service from time to time; however, any price changes will take effect no earlier than 30 days following notice to you.
INSTANTDEBIT TERMINALS
3.1 Terminals are charged at £20+VAT monthly.
3.2 These payments will be charged monthly in arrears and payment made via Direct Debit.
3.3 Please note that the payment terminal will be branded as instantdebit. instantdebit Limited is a subsidiary of Trustist Payments Limited and Sticky Connections Ltd.
CANCELLATION AND TERMINATION
4.1 Termination. We may terminate or suspend access to your use of our services or your ability to access our Platform in whole or in part, at our sole discretion, for any or no reason, and without notice or liability of any kind. Any such termination or suspension could prevent you from accessing our services, our Platform and/or any other related information.
4.2 Cancellation. An early release from your contract is permissible, with the following chargeable fees and requirements:
The return of all payment terminals to us at your own expense; and
The payment of a £100+VAT cancellation fee
The cancellation fee will be charged via Direct Debit the month following your request to cancel.
4.3 Cancellation occurs 30 days after you give notice and fees will be payable until the cancellation date.
OUR SERVICE AGREEMENTS
5.1 These terms and conditions are subject to the following service agreement between:
5.2 Token GmbH, a company registered in Germany under number 217765 b (“Supplier EEA”);
5.3 Token.io Ltd., a company registered in England and Wales under number 10143662 (“Supplier UK”);
5.4 Trustist Ltd, a parent company of instantdebit Limited (hereinafter referred to as the “Client”)
5.5 Supplier UK is authorised by the UK’s Financial Conduct Authority to provide Payment Initiation Services (PIS) and Account Information Services (AIS). The Client and Supplier enter into this agreement so that End Users whose Account Servicing Payment Service Provider (ASPSP) is located in the UK may use PIS or AIS.
MISCELLANEOUS
6.1 Governing Law. These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales.
6.2 Unsolicited Materials. instantdebit does not accept unsolicited materials or ideas for instantdebit content and is not responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to instantdebit.
6.3 Merchant Support. To find more information about our service and its features or if you need assistance with your account, please contact [email protected].
6.4 Changes to Terms of Use. instantdebit may, from time to time, change these Terms of Use. We will notify you at least 30 days before such changes apply to you.
6.5 Electronic Communications. We will send you information relating to your account (e.g., payment authorisations, invoices, changes in password or Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during registration.
INSURANCE
7.1 At all times during any period that you use the service and for a period of six months after termination, you shall maintain in force, with a reputable insurance company, public liability insurance at an amount not less than £1,000,000 to cover the liability that may arise under or in connection with the Third Party Services provided to Merchant and shall produce to us on request both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
COMPLAINTS
8.1 You agree that if the End-User raises any form of complaint relating to Third Party Services, we will have no interaction or involvement with any such complaints made. All complaints must be dealt with by you directly with the End-User in accordance with the Merchant’s own complaints procedure.
8.2 If following the complaints procedure or at any other such time as the End User may reasonably demand, a refund is required from the Merchant to the End-User as a result of the Third Party Supplier’s failure or omission to provide the Third Party Services or failure or omission to provide them to the standards advertised on the Platform or any other reasonable standards in the industry, the Third-Party Supplier will be under an obligation to refund any such part of the Payment the Merchant as necessary to settle the complaint where reasonable.
8.3 To the extent by all applicable laws we will not be liable for any complaints raised as a result of the provision or failure to provide the Third-Party Services.
8.4 Any complaints relating to instantdebit products and services should be sent directly to Head Office via email at [email protected].
COMPLIANCE WITH LAWS AND POLICIES
9.1 In performing your obligations to the Merchant in respect of the Third Party Services you shall comply with all applicable laws, statutes, regulations and codes from time to time in force.
INTELLECTUAL PROPERTY
10.1 The trademarks, copyright, database rights and other intellectual property rights in the Platforms and in the information, content, material or data that we display on the Platform belong to us or our licensors and all such rights are reserved. You must not use such information or copyright material unless you have written permission from us to do so.
10.2 You may temporarily print, copy, download or store extracts of information, content, material or data displayed on the Platforms for your own personal, non-commercial use, provided you do not otherwise breach these Terms of Use.
OUR LIABILITY
11.1 PLEASE READ THIS SECTION CAREFULLY. THIS SECTION LIMITS INSTANTDEBIT LIMITED’S LIABILITY TO YOU FOR ISSUES THAT MAY ARISE IN CONNECTION WITH YOUR USE OF OUR SERVICES. IF YOU DO NOT UNDERSTAND THE TERMS IN THIS SECTION OR ELSEWHERE IN THESE TERMS OF USE, PLEASE CONSULT A LAWYER FOR CLARIFICATION BEFORE ACCESSING OR USING OUR SERVICES OR PLATFORMS.
11.2 To the fullest extent permissible by law, we exclude and disclaim all warranties, terms, conditions and representations that might otherwise be implied by law in relation to our services. In particular, we do not represent or warrant that our services will be error-free, free of viruses or other harmful components, or that defects will be corrected. You must take your own precautions in this respect. In any event, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our services.
11.3 We do not accept liability for any failure to maintain the services and/or late or failed delivery of any information, images, and other content displayed on the Platforms.
11.4 To the full extent permitted by the law we do not accept liability for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising or in connection with use of, or inability to use our services or use or reliance on any content displayed on our Platforms.
11.5 We do not accept any liability for the following types of loss, even if the loss is foreseeable: loss of income or revenue, loss of business, loss of profits, loss of anticipated savings, loss of data or waste of management or office time.
11.6 The information, images, and other content displayed on the Platforms may contain inaccuracies and typographical errors. We do not warrant the accuracy or completeness of the information, images, and other content displayed on the Platforms.
11.7 If defective digital content that we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
11.8 We shall not be liable for any loss caused as a result of your actions or inactions based on the information, images, and other content displayed on the Platforms. However, nothing in these Terms of Use shall affect your statutory rights, and nothing in these Terms of Use shall exclude our liability for death or personal injury arising through negligence, for fraud or fraudulent misrepresentation and/or anything else that cannot be excluded or limited by us under English law.
11.9 We will not be liable in any way to you or any third party for any loss or damage, whether in contract, tort, (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the Third Party Services provided to the Customer by you.
YOUR LIABILITY
12.1 You agree to defend and indemnify instantdebit Limited and all of their respective officers, directors, employees and agents from and against any claims, causes of action, demands, suits, proceedings, investigations, losses, damages, fines, penalties, fees, expenses, costs and any other liabilities of any kind or nature including but not limited to reasonable legal and accounting fees, arising out of or related to:
your breach of these Terms of Use or the documents referenced herein;
your violation of any law, rule, regulation or guideline;
your violation, infringement or misappropriation of the rights of a third party, including without limitation any rights of publicity or privacy;
your use of Our Services;
your Listing or provision of Third Party Services to Merchant; or
your negligence or wilful misconduct;
any claims or complaints made by a Merchant or any other third party in respect of the Third Party Services provided by you
SEVERANCE
13.1 If any provision or part-provision of this Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
FORCE MAJEURE
14.1 We shall not be in breach of this Terms of Use nor liable for delay in performing, or failure to perform, any of its obligations under this Terms of Use if such delay or failure result from events, circumstances or causes beyond its reasonable control.
NO PARTNERSHIP OR AGENCY
15.1 You agree that no joint venture, agency, partnership, or employment relationship exists between you and instantdebit as a result of these Terms of Use or use of Our Services.
ENTIRE AGREEMENT
16.1 These Terms of Use (and any other terms and conditions referenced herein) constitute the entire agreement between you and instantdebit with respect to our Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and instantdebit with respect to our Services.
GOVERNING LAW
17.1 These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
JURISDICTION
18.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
CONFIDENTIALITY
19.1 Definition of Confidential Information. “Confidential Information” refers to any information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) which is marked as confidential or would normally be considered confidential information under the circumstances. Confidential Information includes, but is not limited to, customer data, customer lists, financial information, trade secrets, and proprietary business information.
19.2 Protection of Confidential Information. The Receiving Party shall hold the Disclosing Party’s Confidential Information in strict confidence and shall use a reasonable degree of care to protect the confidentiality of such information. The Receiving Party shall (and shall procure that its employees, contractors, or agents who have a need to know, shall do the same) exercise in relation thereto no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential information which it warrants as providing adequate protection against unauthorised disclosure, copying or use. All physical Confidential Information and copies thereof shall be returned to the Disclosing Party within 45 days of receipt of a written request from the Disclosing Party except for copies which have been incorporated within the Receiving Party’s permanent confidential company records.
19.3 Limitations: The Receiving Party shall
not divulge the Disclosing Party’s Confidential Information, in whole or in part, to any third party;
use the same only for the Purpose;
make no commercial use of the same or any part thereof without the prior written consent of the Disclosing Party;
not disclose the fact of the Purpose to any third party.
19.4 Disclosure Required by Law. The Receiving Party may disclose Confidential Information if legally compelled to do so pursuant to a subpoena, court order, or government authority demand. In such situations, the Receiving Party will promptly notify the Disclosing Party prior to disclosure so that the Disclosing Party may seek a protective order or other remedy.
19.5 Obligations Continue After Termination. The confidentiality obligations under this section shall continue to apply following termination of these Terms for a period of 2 years.
19.6 Remedies for Breach. Any breach of the confidentiality requirements would result in irreparable harm to the Disclosing Party for which damages would not adequately compensate. Therefore, the Disclosing Party will be entitled to seek equitable relief to protect its interests in the event of a breach or threatened breach of confidentiality.
OUR COMPANY
You may contact us at the following address:
Instantdebit Limited
2 Westmoreland Terrace
London
SW1V 4AF