Terms & Conditions
Welcome to PayZip’s online service on www.payzip.co.uk (the "Site"). Any person who wants to access the Site to make payments ("Members"), or collect payments ("Organisations"), for membership subscriptions ("Items") or to use any other features provided (collectively, the "Service") must accept the terms and conditions of this agreement without change.A. General ConditionsB. Conditions Relating Specifically to OrganisationsC. Conditions Relating Specifically to Members
BY PRESSING THE "ACCEPT" THE AGREEMENT BUTTON DURING REGISTRATION, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
In particular, you acknowledge that you have read and understood the clauses in this agreement relating to: PayZip's disclaimer of warranties; limitation of liability; and protection and use of your personal data.
PayZip reserves the right to revise these Terms and Conditions at any time, so you should refer back to them from time to time. The revised version will be effective at the time we post it and your continued use of the Service will be deemed acceptance of the updated Terms and Conditions. See Clause 10.5 for more details.
This agreement is divided into three sections:
A. General Conditions
1. Eligibility and Registration Requirements
- You confirm that you are at least 18 years old and have the legal right and ability to enter into this agreement.
- To register you must provide, as a minimum, your real name, an e-mail address and a password. You confirm that the information you provide as part of your profile (and any notification of change of such information) is truthful and accurate. You must notify PayZip of any changes to your profile.
- PayZip reserves the right to reject any registration and to refuse service to anyone for any reason, in its sole and absolute discretion.
- If you provide false or incorrect registration information or do not notify PayZip of changes to your registration information immediately, PayZip reserves the right to terminate your account immediately and without notice to you. Provision of false or incorrect information may also be treated by PayZip as attempted or actual fraud and may be reported to the appropriate authorities.
- You are solely responsible for maintaining the security of your password. You may not disclose your password to any other person (other than persons authorised by you to use your account) and you are solely responsible for any use of or action taken under your password on this Site. If your password is compromised you must change your password immediately.
2. Payment Service
- PayZip provides a service to facilitate payments between Members and Organisations. You confirm that PayZip is not a party to any contract between the Member and the Organisation in respect of any goods or services provided in relation to the payment.
- PayZip is an independent contractor for all purposes. PayZip does not have control of, nor assumes the liability or legality for, the products or services that are paid for with our Service. We do not guarantee the identity of any Organisation or ensure that a Member or Organisation will complete a transaction. Please note that there are risks of dealing with underage persons or people acting under false pretence.
- You agree to indemnify PayZip, its contractors, employees, agents and its third party suppliers, licensors and partners harmless from any and all claims, losses damages and liabilities, costs and expenses, including without limitation legal fees and expenses, arising out of or related to your use or misuse of the Service, any violation by you of this agreement, or any breach of the representations, warranties and covenants made by you herein.
3. PayZip’s Role
- PayZip is the trading name of PayZip Limited, registered number 07334100, whose registered office is at 167 Broadway, Cardiff, CF24 1QH.
- While PayZip helps facilitate payments that are carried out using the Service, PayZip is not an intermediary between the Member and the Organisation. PayZip provides a vehicle for Members and Organisations to complete payments in accordance with this agreement. PayZip is not the agent of either the Member or the Organisation in their dealings with each other and has no authority to legally bind either of them.
- Any contract made by the Member and Organisation following on from payment using the Service is the responsibility of the Member and Organisation that are parties to that contract.
- PayZip is not obliged to mediate between Members and Organisations or enforce or execute any contract. Members and Organisations use the Site and the Service at their own risk.
- PayZip may, in its sole and absolute discretion, terminate this agreement, access to the Site or the Service immediately without notice for any breach of any of the terms of this agreement.
- Organisations may terminate their participation in the Service at any time by giving one week's notice to PayZip.
- Upon termination, all rights and obligations of the parties under this agreement will be extinguished, except that such rights and obligations will remain in effect after such termination to the extent necessary to process any payments initiated prior to such termination for items listed by the Organisation using the Service (including, without limitation, any fees incurred under clause B4 (and any other liabilities incurred under clause B4).
5. PayZip's Reservation of Rights
- PayZip retains the right to, if it considers it appropriate: immediately halt any payment; prevent or restrict access to the Site or the Service; or take any other action to restrict access to or availability of or remove any objectionable material, feedback, inaccurate listings, unlawful items or items prohibited for listing on the Site under this agreement.
- PayZip reserves the right and has absolute discretion but not an obligation, to remove, screen or edit any content that breaches these provisions or is otherwise objectionable. Without prejudice to generality of the rights in this clause, and to any other rights that PayZip may have in this agreement, PayZip reserves the right to refuse listings or to immediately remove any listings where PayZip objects to how you identify yourself on the Site (including, but not by way of limitation, your name, branding or marks) and/or if you have not been authorised by the relevant organisation to set up a listing on its behalf.
- Each participant, whether or not he or she is currently a member or organisation, agrees that PayZip shall be entitled to retain for itself the interest, if any, paid on balances in all its bank accounts, notwithstanding that some of that interest may be attributable to the time taken for the exercise of the rights, and the performance of the obligations, under this agreement.
6. Grants of Licence, Intellectual Property and Linking & Framing
- By entering into this agreement and using the Service, you grant PayZip a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, right to exercise all copyright, database rights and rights of publicity over the material displayed in your listings or in any other content or information that you provide to us (excluding any of your logos, trademarks or other similar branding), in any existing or future media, known or unknown, now or at any later date.
- PayZip grants you a limited non-transferrable licence to make personal use only of the Site and the Service in accordance with this agreement. This license expressly excludes, without limitation: any resale or commercial use of the Site and the Service; modifying, distributing, copying, republishing or making any derivative of the Site or the Service; the collection and use of participant e-mail addresses or other participant information, listings, or any data extraction or data mining whatsoever.
- Subject to the licence granted to you under Clause 6.2, PayZip reserves all right, title and interest in its intellectual property rights (including, without limitation, any patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, database rights, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country) in the Site and the Service. Any goodwill accruing out of the use of PayZip's trade marks, trade and business names and service marks under this agreement will vest in PayZip.
- Except as approved in advance in writing by PayZip, you will not, and you will cause your affiliates not to, directly or indirectly, e.g. through a third party:
a) sell, barter, disclose or transfer to any third party, any data acquired by you as a result of any transaction using the Service (whether this is information that relates to the identity of a user and/or member, a payment and/or any other personally identifiable information regarding any user and/or member), or permit any third party to have access to the same;
b) send to any user or member of the Service any non-electronic direct-mail marketing that promotes or advertises anyone (including you and your affiliates);
c) target (on any basis via any means) unsolicited communications of any kind to any user of the Service and/or any member. You will comply with the Data Protection Act 1998, including, but not limited to, the Seventh Principle.
7. Data Protection & Privacy
- Unless otherwise authorised or consented, you agree not to use any information regarding other participants that is accessible from the Site, except to enter into and complete transactions conducted via the Site. You agree not to use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy or otherwise objectionable conduct.
8. No Warranties
- The Site and the Service are provided on an "as is" basis. PayZip makes no other representations or warranties of any kind, express or implied, including without limitation:
a) any implied warranties in respect of any contract or course of dealing or usage between a Member and an Organisation;
b) that the Site or the Service will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error;
c) the information, content, materials or items included on this Site will be as represented by the Organisation or any representations by Organisations are lawful;
d) that Organisations or members will perform as promised
e) any obligation, liability, right, claim or remedy in tort whether or not arising from the negligence of PayZip to the full extent permissible under applicable law.
- PayZip is not the agent of either the member or the Organisation. If a dispute arises between one or more participants, each of you release PayZip (and its employees, representatives and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
- To the fullest extent permitted at law, PayZip will not be liable (whether in contract, tort, including negligence or under any statutory implied term) for any damages of any kind, including without limitation, direct, indirect, incidental, punitive, special and consequential damages (including without limitation, loss of profits, loss of revenue or loss of data) arising out of, or in connection with this agreement, the Site, the Service, the inability to use the Service or those resulting from any goods or services relating to a payment using the Service, or messages received via the Site, whether or not PayZip has been advised of the possibility of such damage.
- Despite anything else contained in this agreement, neither party excludes any liability for death or personal injury to the extent only that it arises as a result of the negligence of that party, its employees, agents or authorised representatives.
9. VAT & Other Taxes on Payments
- You agree that it is the Organisation's responsibility to determine whether VAT, customs, import or export duties, excise taxes or other taxes apply to payments made using the Service and to collect, report and remit the correct tax, as applicable, to the appropriate tax authority.
- You agree that, unless otherwise agreed by us with an Organisation in advance in writing, the price stated by any Organisation for any goods or services offered on the Site is inclusive of any VAT, customs, import or export duty, excise tax or other tax that the Organisation may be required to remit in connection with such sale.
- You also agree that PayZip is not obliged to determine whether VAT or other taxes apply to any payments made through the Site and is not responsible for collecting, remitting or reporting any VAT or other taxes arising from such payment.
10. General Provisions
- PayZip is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this agreement is intended or shall be construed to give to any person other than the parties to this agreement any legal or equitable right, remedy or claim under or in respect to this agreement.
- If any provision of this agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
- PayZip's failure to enforce the strict performance of any provision of this agreement will not constitute a waiver of PayZip's right to subsequently enforce such provision or any other provisions of this agreement.
- This agreement may only be amended or modified in writing (which may be represented electronically) and only in the manner set out in the remainder of this clause. PayZip reserves the right to change any of the terms and conditions contained in this agreement or any policies or guidelines governing the Site or Service, at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revised agreement on the Site. You are responsible for reviewing the agreement regularly and maintaining your awareness of any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. Your continued use of the Site and the Service following PayZip's posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this agreement, then your only remedy is to terminate our agreement, or in the case of a member, cease using the Service or the Site.
- By using the Service, you agree that PayZip will communicate with you electronically via the email address you provided to PayZip or posted on the Site. You agree that PayZip may provide electronic communications in lieu of providing paper communications which may be required under applicable law. You are solely responsible for retaining these electronic communications. You may send notices to PayZip via the email address shown on the Site, or by post to:
- E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the Business Day after transmission if properly addressed to the intended recipient. PayZip reserve the right in its sole and absolute discretion to send written notice by post. Posted notices are deemed received three Business Days after it is deposited with Royal Mail.
- This agreement will be interpreted, construed and enforced in all respects in accordance with the laws of England and Wales, and you irrevocably agree to submit to the exclusive jurisdiction of the English courts.
- You may not transfer or assign any rights or obligations you have under this Agreement without PayZip’s prior written consent. You are not permitted to transfer your account to a third party. PayZip reserves the right to transfer or assign this agreement or any right or obligation under this agreement at any time without your consent.
B. Conditions Relating Specifically to Organisations
- You must provide us true and accurate information when registering and must maintain and update that information as applicable. You promise that you are duly authorised by the Organisation to:
a) enter into this contract on behalf of the Organisation;
b) list the Organisation details on the Site; and
c) nominate a bank account into which payments will be made and that payment into that account will constitute receipt by the Organisation of that payment.
- You must not impersonate any person or use a name you are not legally authorised to use. You authorise us to use any information provided to us about you, or your Organisation, in registering to verify that information (including any updated information), to obtain credit reports about your Organisation from time to time while you are registered, and your application for registration must otherwise be acceptable to PayZip in its own absolute discretion.
- PayZip reserves the right to request additional information and to confirm the validity of your Organisation. Account information (including your VAT registration number) from you or government authorities and agencies as permitted by law and you irrevocably authorise PayZip to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to PayZip upon request.
- To help the government fight terrorism and money laundering activities, PayZip obtains, verifies and sometimes stores personal information. You authorise PayZip, directly or through third parties, to make any enquiries we consider necessary to verify your identity. This may include asking you for further information, requiring you to confirm ownership of your email address, and verifying your information against third party databases or through other sources.
- VAT and any other taxes or duties associated with the payment will be paid by the member and it is the Organisation's responsibility to determine, collect and remit the applicable VAT, duties and any other taxes associated with the payment.
- You promise that, in using the service, neither you or the Organisation are acting in a commercial or professional capacity.
- You promise not to use the Service or the Site in the contravention of any applicable law nor permit or assist others to do so.
2. Information & Payments
- The following information must not be listed on the Site by organisations:
a) Offensive material, including material that incites racial hatred or promotes discrimination based on race, sex, religion, national origin, physical ability, sexual orientation or age;
b) Obscene material including pornographic material (e.g.: material rated R +18, home porn and hardcore material);
d) Items that infringe another party's copyright, patent, trademark, design right, database right, or other intellectual property or other proprietary right.
- You confirm to the Members that you are properly authorised to list information on behalf of the Organisation and that the listing is accurate, current and complete and is not misleading or otherwise deceptive.
- As a security measure, we may, but are not required to, impose transaction limits on some or all Members and Organisations relating to the value of any transaction, disbursement or adjustment, the cumulative value of all transactions, disbursement or adjustment, during a period of time, or the number of transactions per day or other period of time.
3. Organisation's Fees
- You agree to pay the fees set out in the Fee Schedule, which is incorporated into this agreement by reference. We may, in our sole and absolute discretion, waive, reduce, or reverse charges or fees for a specific transaction.
- All fees listed in the Fee Schedule are in Great British Pounds Sterling, and are inclusive of VAT, unless stated otherwise. The Fee Schedule may vary in the future. The Fee Schedule in effect at the time of payment will govern the payment. Annual fees are payable in advance on the date on which you sign up for the Service and on the same date each year thereafter. The Fee Schedule in effect on the date on which an annual fee is due will govern the annual fee. All fees are payable upon demand. By listing an Organisation on the Site, you authorise PayZip to collect payment via direct debit or, where applicable, to debit your PayZip Organisation account, for all and any amounts due in the manner and at the times set out in the Fee Schedule.
- The Organisation fees are subject to VAT where applicable and will be paid by the Organisation at the time of payment of the corresponding fees.
4. Payment, Refunds, Adjustments & Organisation's Reserve
- The amount due and payable to each Organisation under this agreement at any time shall be the total amount paid by members in respect of that Organisation since the Organisation last received payment via the Service, less (i) any fees due to PayZip under clause 3.2, (ii) any refunds, adjustments, or other amounts paid to members (iii) any chargebacks, reversed or failed payments, (iv) any other amounts owed by the Organisation to PayZip, and (v) any further amount maintained by the Organisation as a reserve under clause 4.2. The amount due shall be paid to the Organisation's designated bank account with a bank located in the UK ("Organisation's Bank Account") on a Business Day when the automated clearing houses are open for business (Monday through Friday, excluding bank holidays in the United Kingdom). On occasion, payment may be by paper cheque sent to the Organisation's postal address, for instance, if the Organisation's bank will not accept an electronic transfer to the Organisation's Bank Account.
- A payment made by a member will not be due or payable to an Organisation (or if paid, shall be reimbursed by the Organisation to us), and we will not be liable to the Organisation if:
a) we, in our sole and absolute discretion, (i) determine that the Organisation has breached the provisions of this agreement and we initiate a refund to the member, (ii) do not permit a transaction or disbursement to proceed where any limit established by us for a security reason would be exceeded, or (iii) permit a member to withdraw from a transaction because the Service is unavailable following the commencement of a transaction;
b) we discover the payment is erroneous or relates to a duplicate transaction,
c) the payment is the subject of a chargeback from the member's credit card issuer or bank.
- Where reimbursement by the Organisation is required under this clause, without notice to the Organisation we may obtain such reimbursement by (i) deducting the amount from the Organisation's Reserve in clause 4.4 or any future payments that would otherwise have been owed to the Organisation, (ii) reversing any transfer to the Organisation's Bank Account, (iii) charging the Organisation's credit card, (iv) collecting payment via direct debit or (iv) seeking such reimbursement from the Organisation by any other lawful means.
- In order to secure the Organisation's performance of the potential refund and reimbursement obligations under clause 4, the Organisation agrees to maintain at all times a pending payment amount equal to the sum of the immediately preceding 7 days of sales activity and any pending deductions under clause 4.1 (a "Reserve"). PayZip may require a higher Reserve, or allow a lower Reserve, as it may determine in its sole and absolute discretion having regard to the rate of chargebacks, refunds, adjustments or other indicators of performance problems related to the Organisation's use of the Service, or as may be imposed by any payments processor. In order to help maintain the Reserve, payments may be made to the Organisation's Bank Account on a rolling 7-day cycle ("Payment Date"), based on the first Monday following the Organisation's registration. The Payment Date cannot be changed. When the Organisation initially provides or later changes his or her Organisation's Bank Account information, the Organisation must provide written confirmation, signed by two authorised personnel of the organisation.
- Notwithstanding the provisions of clause 4.4, if we reasonably conclude, based on information available to us, that Organisation's actions and/or performance in connection with the Service may result in disputes, chargebacks or other claims, then we may in our sole and absolute discretion delay initiating any remittances and withhold any payments to be made or that are otherwise due to Organisation in connection with the Service or this agreement for the shorter of: (a) a period of 90 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any Organisation actions and/or performance in connection with this agreement.
C. Conditions Relating Specifically to Members
- A Member must make payments via the Service, using any one of the available payment methods under the terms and conditions published on the Site at the time of submitting the payment request. After the payment is approved, PayZip will pass the payment onto the Organisation in accordance with the terms of the agreement between PayZip and the Organisation. The member will resolve any dispute directly with the Organisation. Any request for a refund should be made directly to the Organisation.
- PayZip sets limits on the amount and number of payments completed through the Service during a set time period for both Members and Organisations. For security reasons, PayZip does not disclose such limits. These limits are different from the credit limits set by your credit/debit card issuer.
- Although PayZip does not currently charge Members any fees to use the Service and the Site, it reserves the right to do so in the future.
- You promise that you will not use the Service or the Site in the contravention of any applicable law, nor permit or assist others to do so.
- Members are permitted to upload photographs of their children to the Site in connection with the Service. Any photographs uploaded in connection with a Member’s use of the Service will only be visible to relevant administrators in the Organisation. If you choose to upload your child’s photograph, you have granted your permission for that photograph to be visible to authorised administrators within the Organisation.