Merchant Terms and Conditions

Updated May 2021

1. Welcome

1.1. Welcome to the Lopay Merchant App, which is owned and operated by Checkfer Limited (“we”, “lopay“, “Lopay”“our” or “us”, as applicable) whose registered office is at 20-22 Wenlock Road, London, N1 7GU, United Kingdom. Our company registration number is 10863591. 

1.2. This page sets out the terms and conditions, which, together with the terms of the applicable end user licence made available to you at the time of download (collectively, the “Terms”) apply when you download the Lopay Merchant mobile application (“App”) and use any of the services we make available through the App (“Services”).  

1.3. The App and Services are for business use only and not for use by consumers.  All references to “you” or “your” in these Terms shall be deemed to include the entity, business or other organisation on whose behalf you are using the App or receiving payments and you promise to us that you have the necessary authority to bind that organisation to these Terms.

1.4. Please read these Terms carefully before downloading or using our App.   The contract for your sales using the App is made directly between you and each customer and you are solely responsible for ensuring that any terms you wish to incorporate in your contracts with customers are communicated to the customer, together with the legality of all such terms.

1.5. By downloading or using the App, you confirm that you accept these Terms and that you agree to comply with them.

1.6. Each time you use the App, please check these Terms to ensure you understand the Terms which will apply at that time. These Terms were most recently updated on the date of posting that appears at the top of this page.

1.7. If you have any queries or concerns regarding these Terms, please contact us with the details at the end of this page, please contact us using the webform on the home page of our website at https://lopay.com or by email at [email protected].

2. Purpose

The purpose of the App and Services is to facilitate your receipt of payments by allowing you to register for payment processing services with a third party provider and generate quick response (“QR”) codes.

3. Age

You must be at least 18 years of age to use the App. By downloading the App and using the Services, you promise to us that you are at least 18 years old.

4. Accessing the App and using the Services

4.1. The Services can be accessed once you have installed the App and have registered as a user by completing the onboarding process within the App powered by our third party payment processor Stripe, through whom payments are processed using the App. As a result of this onboarding process Stripe will have a direct contractual relationship with you to enable your acceptance of payments through Stripe’s Connect service via the App.  Stripe’s terms of service can be found at https://stripe.com/en-gb/connect-account/legal.  By becoming a registered user, you give us authorisation to provide the Services to you and to communicate account and transaction data we collect from you to Stripe to enable Stripe to process your customer payments on your behalf.

4.2. You shall comply with any terms and conditions applicable to the use of any payment processor you register with or use in connection with the App (including where applicable those relating to Stripe, currently located at https://stripe.com/connect/account-terms, for which we provide you with an opportunity to review when registering with Stripe using the App).

4.3. You promise to us that you will not use the App or the Services in connection with any of the restricted activities described on our restricted businesses page and https://stripe.com/gb/restricted-businesses, as may be updated from time to time.

4.4. Card reader services can be accessed once you have installed the App, registered as a user, and ordered a card reader from within the App. Card readers are provided by Stripe and as a result Stripe will have a direct contractual relationship with you to enable your use of the card reader. By ordering a card reader you agree to comply with Stripe’s terms located at https://stripe.com/gb/terminal/legal

5. Fees and Fines

5.1. Lopay will provide the Services to you at the rates and fees (“Fees”) described in the App and on the Fee Schedule located at https://support.lopay.com/en/articles/5773636-uk-fee-schedule. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your Account (such as handling a disputed charge). We may revise the Fees at any time. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

5.2.  In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your Account resulting from your use of Payment Processing Services in a manner not permitted by this Agreement or a Payment Method Provider’s rules and regulations.

5.3.  You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority, including any value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes (“Taxes”) on the Services provided under this Agreement.

6. Intellectual property rights

6.1. Lopay is the owner and (where applicable) the licensee of all copyright, trade mark and other intellectual property rights in and to the App and any content within the App. 

6.2. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may not copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, or otherwise use any content on the App in any way except for your own personal, non-commercial use and in the ways described in these Terms.

6.3. ‘LoPay’, ‘lopay’ and the lopay logo are trade marks of lopay. These, together with the names and logos of any payment processor providers and all other trade marks and brands appearing on the App are owned by us or our licensors. No permission is given in respect of the use of any of these marks or brands, and any such use may constitute an infringement of the applicable holder’s rights.

7. Availability of the App and Services

7.1. We try to ensure that our App is available at all times, but, of course, due to the inherent nature of internet based services, we cannot guarantee this.

7.2. We do not guarantee the availability of any particular functionality or feature of the App.

8. Your personal information and privacy

8.1. We collect certain personal information about you as a result of you using our App and Services. This is described in more detail in our Privacy Policy. Please also refer to Stripe’s privacy policy at https://stripe.com/privacy which explains how Stripe handles your personal information.

9. Acceptable use

9.1. You may use our Services and App for lawful purposes only. 

9.2. You may not use our Services or App in any way that breaches any applicable local, national or international law or regulation, or to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out in these Terms. 

9.3. You also agree not to access without authority, interfere with, damage or disrupt any part of our Services, App, or any network or equipment used in the provision of our Services or App.

9.4. It is the Merchant’s responsibility to distribute any gratuities received via our App or Services to their staff.

9.5. It is the Merchant’s responsibility to transfer any donations  received via our App or Services to their specified charity and that we reserve the right to request proof that they have made the correct transfers at any point.

10. Feedback that you provide to us

10.1. Any opinions or other feedback that you provide to us you acknowledge and agree that we have the right to display these across our own or partner media channels.

10.2. To the extent that such feedback is protected by intellectual property rights, you grant us a perpetual, worldwide, royalty-free licence to use, copy, modify, distribute, sell and disclose or sub-license to third parties any such feedback for any purpose related to our business or that of any of our licensors.

11. Suspension and termination

11.1. Failure to comply with the Acceptable Use section in these Terms constitutes a material breach of the Terms, and may result in us taking all or any of the following actions:

11.1.1.
 immediate, temporary or permanent withdrawal of your right to use our App and Services;

11.1.2.
 issuing a warning to you;

11.1.3. 
legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

11.1.4.
 disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

11.2. The actions that we may take following your breach of such Terms are not limited to those described in the paragraph above and we may take any other action we reasonably deem appropriate.

12. Updates to the App and Services

12.1. We aim to update our App and Services regularly, and may change the content at any time.

12.2. If the need arises, we may suspend access to our App and Services, or close them indefinitely. 

12.3. Any of the material on our App may be out of date at any given time, and we are under no obligation to update such material. This does not apply to any personal information that we hold about you.

13. Payment processors

13.1. We have no control over the actions or omissions of any third party payment processor you register with or use in connection with the App, including Stripe, and make no promises in relation to the availability, quality or suitability of their services. 

13.2. Nothing in these Terms affect your legal rights in relation to any third party payment processor that you use in connection with the App.

14. Our liability

14.1. We will not be responsible for any errors or omissions in relation to such content or for any technical problems you may experience with our App or our Services. We do not make any promises to you in relation to the availability of any apps or services used by users to read the QR codes from the App.

14.2. We do not exclude or limit our responsibility to you for loss or damage where it would be unlawful to do so.  This includes any responsibility for:
14.2. We do not exclude or limit our responsibility to you for loss or damage where it would be unlawful to do so.  This includes any responsibility for:

14.2.1. death or personal injury caused by our failure, or our employees’, agents’ or subcontractors’ failure, to use reasonable care and skill; or

14.2.2. fraud or fraudulent misrepresentation.

14.3. Except as set out in the paragraph above, we are not responsible for any loss or damage that you suffer as a result of your own breach of these Terms, or as a result of any IT hardware or software failure.  

14.4. To the extent permitted by law, we exclude all liability other than as set out above (whether arising in contract, in negligence or otherwise) for loss or damage which you or any third party may incur in connection with our App, Services, and any website linked to our App.  In particular, we will not be responsible or liable:

14.4.1. for any losses related to any business of yours including any indirect, consequential or special loss or damage; or lost data, profits, revenue, business, opportunity, goodwill, reputation or business interruption (regardless if indirect or direct); and

14.4.2. for any feedback you provide to us in connection with the App. 

14.5. Except as expressly set out above in this paragraph 14, our maximum aggregate liability to you under or in connection with these Terms, the App or the Services, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to £50 (fifty pounds sterling).

14.6. Where our App includes links to other sites and resources provided by third parties, these links are provided for your information only. 

15. General complaints, feedback and requests for further information

15.1. If you have any general complaints or wish to request further information about the App or the Services, please contact us using the contact details at the end of these Terms and we will do our best to resolve these.

15.2. Your suggestions about the App and Service are always gratefully received by us however you understand that we may use these without any obligation to compensate you for them and you are, of course, under no obligation to us to provide them.

16. Our right to vary these Terms

16.1. We may revise these Terms from time to time for any reason, including to reflect changes in relevant laws and regulatory requirements.  Any changes made to the Terms will apply 7 days after the date we post the modified terms on our website at https://lopay.com.  It is your responsibility to check that you have read and agree with the latest version of the Terms we have posted.

17. General

17.1. Severability.  If any part of these Terms is found to be unenforceable as a matter of law, all other parts of these Terms will not be affected and shall remain in force.  For the avoidance of doubt, should these Terms or any part of them be deemed void or voidable, this shall not affect the validity of any licence provided under these Terms.

17.2. Events or circumstances beyond our reasonable control.  If we are prevented or delayed from complying with our obligations under these Terms by anything you (or anyone acting on your behalf) does or fails to do or due to events or circumstances beyond our reasonable control then our inability or delay in performing our obligations will not be deemed to be in breach of contract.  Such circumstances include fire, flood and other acts of God, strikes, trade disputes, lock outs, restrictions of imports or exports, riot, accident, disruption to energy supplies, civil commotion, pandemics and other public health crises, acts of terrorism or war,

17.3. Assignment.  You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

17.4. Waiver.  If you breach these Terms and we choose to ignore your breach, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach the Terms again.

17.5. Exclusion of third party rights.  These Terms do not create any right enforceable by any person who is not a party to them (or any contract made under them), except that the provisions of these Terms may be enforced by any of our licensors in accordance with the Contracts (Rights of Third Parties) Act 1999.

17.6. Language.  These Terms may be presented to you in more than one language. However, the English language version of these Terms shall prevail.  The contract between us will be concluded in English.

17.7. Governing law and jurisdiction.  These Terms are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction in relation to any disputes or claims between us arising out of or in connection with these Terms (including non-contractual disputes or claims). 

18. Contact us

You may contact us:

– by email at [email protected]
– by using the webform on the home page of our website at https://lopay.com
– by post at: LoPay, Challenge House, Sherwood Drive, Bletchley, Milton Keynes MK3 6DP

VAT registration number: GB 298379725 

lopay: Consumers

Updated May 2021

1. Welcome

1.1. Welcome to the lopay Consumer App, which is owned and operated by Checkfer Limited (“we”, “LoPay”“our” or “us”, as applicable) whose registered office is at 20-22 Wenlock Road, London, N1 7GU, United Kingdom. Our company registration number is 10863591. 

1.2. This page sets out the terms and conditions, which, together with the terms of the applicable end user licence made available to you at the time of download (collectively, the “Terms”) apply when you download the LoPay Consumer App mobile application (“App”) and use any of the services we make available through the App (“Services”) including to pay participating retailers (“Merchants”).  

1.3. Please read these Terms carefully before downloading or using our App.   The contract for your purchases using the App is made directly between you and each Merchants, so any terms they make available to you or that you agree with them will also apply. 

1.4. If you are a consumer, you have certain legal rights. You can find more information about these rights at https://www.citizensadvice.org.uk/consumer/

1.5. Your legal rights are not affected by these Terms, which apply in addition to them, and do not replace them.  

1.6. By downloading or using the App, you confirm that you accept these Terms and that you agree to comply with them.

1.7. Each time you use the App, please check these Terms to ensure you understand the Terms which will apply at that time. These Terms were most recently updated on the date of posting that appears at the top of this page.

1.8. If you have any queries or concerns regarding these Terms, please contact us with the details at the end of this page, please contact us using the webform on the home page of our website at https://lopay.com or by email at [email protected].

2. Purpose

The purpose of the App and Services is to allow you to read quick response (QR) payment codes used byMerchants, which facilitates making payments to them using your device using a third party service (e.g. ApplePay).

3. Age

You must be at least 18 years of age to use the App. By downloading the App and using the Services, you promise to us that you are at least 18 years old.

4. Accessing the app and using the services

4.1. The Services can be accessed once you download the App and you do not need to create an account with us to use the App. However, you will need to have set up mobile payments on your device to make payments to any Merchants.

5. Intellectual property rights

5.1. LoPay is the owner and (where applicable) the licensee of all copyright, trade mark and other intellectual property rights in and to the App and any content within the App. 

5.2. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may not copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, or otherwise use any content on the App in any way except for your own personal, non-commercial use and in the ways described in these Terms.

5.3. ‘lopay’, ‘LoPay’ and the LoPay logo are trade marks of lopay. These, together with the names and logos of any payment processor providers and all other trade marks and brands appearing on the App are owned by us or our licensors. No permission is given in respect of the use of any of these marks or brands, and any such use may constitute an infringement of the applicable holder’s rights.

6. Availability of the App and Services

6.1. We try to ensure that our App is available at all times, but, of course, due to the inherent nature of internet based services, we cannot guarantee this.

6.2. We do not guarantee the availability of any particular functionality or feature of the App, including but not limited to tipping, split billing or charity donation features.

7. Your personal information and privacy

7.1. We collect certain personal information about you as a result of you using our App and Services. This is described in more detail in our Privacy Policy.

8. Acceptable use

8.1. You may use our Services and App for lawful purposes only. 

8.2. You may not use our Services or App in any way that breaches any applicable local, national or international law or regulation, or to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out in the section below. 

8.3. You also agree not to access without authority, interfere with, damage or disrupt any part of our Services, App, or any network or equipment used in the provision of our Services or App.

9. Feedback that you provide to us

9.1. Any opinions or other feedback that you provide to us will be considered non-confidential and non-proprietary, and you acknowledge and agree that we have the right to use, copy, distribute, sell and disclose to third parties any such feedback in anonymised form for any purpose related to our business. 

9.2. To the extent that such feedback is protected by intellectual property rights, you grant us a perpetual, worldwide, royalty-free licence to use, copy, modify, distribute, sell and disclose or sub-license to third parties any such feedback for any purpose related to our business or that of any of our licensors.

10. Suspension And termination

10.1. Failure to comply with the Acceptable Use section in these Terms constitutes a material breach of the Terms, and may result in us taking all or any of the following actions:

10.1.1.
 immediate, temporary or permanent withdrawal of your right to use our App and Services;

10.1.2.
 issuing a warning to you;

10.1.3. 
legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

10.1.4.
 disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
10.2. The actions that we may take following your breach of such Terms are not limited to those described in the paragraph above and we may take any other action we reasonably deem appropriate.

11. Links

11.1. Where our App includes links to other sites and resources provided by third parties, these links are provided for your information only. 

11.2. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

12. Updates to the App and Services

12.1. We aim to update our App and Services regularly, and may change the content at any time.

12.2. If the need arises, we may suspend access to our App and Services, or close them indefinitely. 

12.3. Any of the material on our App may be out of date at any given time, and we are under no obligation to update such material. This does not apply to any personal information that we hold about you.

13. Payment processors

13.1. We have no control over the actions or omissions of any third party payment processor you register with or use in connection with the App, including Stripe, and make no promises in relation to the availability, quality or suitability of their services. 

13.2. Nothing in these Terms affect your legal rights in relation to any third party payment processor that you use in connection with the App.

14. Our liability

14.1. We have taken every care in the preparation of our App and our Services. 

14.2. We will not be responsible for any errors or omissions in relation to such content or for any technical problems you may experience with our App or our Services. 
14.3.
 If we are informed of any inaccuracies on our App or with our Services we will attempt to correct them as soon as we reasonably can. 

14.4. We do not exclude or limit our responsibility to you for loss or damage where it would be unlawful to do so.  This includes any responsibility for:
14.4.1. death or personal injury caused by our failure, or our employees’, agents’ or subcontractors’ failure, to use reasonable care and skill; or

14.4.2. fraud or fraudulent misrepresentation. 
14.5. Except as set out in the paragraph above, we are not responsible for any loss or damage that you suffer as a result of your own breach of these Terms, or as a result of any IT hardware or software failure other than a failure in our App.  

14.6. We are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or of failing to use reasonable care and skill in relation to your use of our App and Services.

14.7. Loss or damage is foreseeable if it is either obvious that it will happen, or if you told us that it might happen.  

14.8. To the extent permitted by law, we exclude all liability other than as set out above (whether arising in contract, in negligence or otherwise) for loss or damage which you or any third party may incur in connection with our App, Services, and any website linked to our App and any materials posted on it.  In particular, we will not be responsible or liable:

14.8.1. for any losses related to any business of yours including any indirect, consequential or special loss or damage; or lost data, profits, revenue, business, opportunity, goodwill, reputation or business interruption (regardless if indirect or direct); and

14.8.2. for any feedback you provide to us in connection with the App. 

15. General complaints, feedback and requests for further information

15.1. If you have any general complaints or wish to request further information about the App or the Services, please contact us using the contact details at the end of these Terms and we will do our best to resolve these.

15.2. Your suggestions about the App and Service are always gratefully received by us however you understand that we may use these without any obligation to compensate you for them and you are, of course, under no obligation to us to provide them.

16. Our right to vary these Terms

16.1. We may revise these Terms from time to time for any reason, including to reflect changes in relevant laws and regulatory requirements.  Any changes made to the Terms will apply 7 days after the date we post the modified terms on our website at https://lopay.com.  It is your responsibility to check that you have read and agree with the latest version of the Terms we have posted.

17. General

17.1. Severability.  If any part of these Terms is found to be unenforceable as a matter of law, all other parts of these Terms will not be affected and shall remain in force.  For the avoidance of doubt, should these Terms or any part of them be deemed void or voidable, this shall not affect the validity of any licence provided under these Terms.

17.2. Events or circumstances beyond our reasonable control.  If we are prevented or delayed from complying with our obligations under these Terms by anything you (or anyone acting on your behalf) does or fails to do or due to events or circumstances beyond our reasonable control then our inability or delay in performing our obligations will not be deemed to be in breach of contract.  Such circumstances include fire, flood and other acts of God, strikes, trade disputes, lock outs, restrictions of imports or exports, riot, accident, disruption to energy supplies, civil commotion, pandemics and other public health crises, acts of terrorism or war,

17.3. Assignment.  You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

17.4. Waiver.  If you breach these Terms and we choose to ignore your breach, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach the Terms again.

17.5. Exclusion of third party rights.  These Terms do not create any right enforceable by any person who is not a party to them (or any contract made under them), except that the provisions of these Terms may be enforced by any of our licensors in accordance with the Contracts (Rights of Third Parties) Act 1999.

17.6. Language.  These Terms may be presented to you in more than one language. However, the English language version of these Terms shall prevail.  The contract between us will be concluded in English.

17.7. Governing law and jurisdiction.  These Terms are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction in relation to any disputes or claims between us arising out of or in connection with these Terms (including non-contractual disputes or claims).

17.8. Alternative dispute resolution.  Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to the Centre for Effective Dispute Resolution (CEDR) via their website at https://www.cedr.com/consumer.  CEDR will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.  

18. Contact us

You may contact us:

– by email at [email protected]
– by using the webform on the home page of our website at https://lopay.com
– by post at: LoPay, Challenge House, Sherwood Drive, Bletchley, Milton Keynes MK3 6DP

 

VAT registration number: GB 298379725