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Terms of Service - Merchants

1.  Introduction

1.1 SSV Smartpay Limited (SSV) is a company incorporated and registered in England and Wales with company number 15424021, whose registered office is Level 18, 40 Bank Street, Canary Wharf, London E14 5NR, UK.  SSV is a payment technology company.  SSV is not an authorised Payment Initiation Services Provider (PISP).   Payment initiation services are provided by Yapily Connect Ltd, a company incorporated and registered in England and Wales with company number 11598433 and its registered office at 2 Westland Place, London N1 7LP, UK, authorised and regulated by the Financial Conduct Authority with reference number 827001 (Yapily).

1.2 These Terms of Service apply to your use as a Merchant of the Services and the SSV Platform and set out your legal rights and responsibilities; SSV’s legal rights and responsibilities; and certain key information required by law when you use the Services and the SSV Platform.  These Terms of Service apply to the exclusion of any other terms that you may seek to impose or incorporate.

1.3 Please read these Terms of Service carefully and retain a copy for your records.  The then current version of these Terms of Service is viewable via the SSV Platform.

1.4 In addition to the Terms of Service the following terms apply to your use as a Merchant of the Services and the SSV Platform:

1.5 The information, content and material displayed on the SSV Platform and through the Services is provided for information only. SSV does not provide financial or professional advice.  It is your decision whether or not to effect a Transaction through use of the SSV Platform and through the Services.

2.  Interpretation

In these Terms of Service the words below have the meaning set out against them:

Account means a registered account with SSV that you may access via the SSV Merchant App to use the Services and the SSV Platform.

Consumer means an individual that uses the Services to initiate Transactions for purposes wholly or mainly outside of a trade, business, craft or profession.

Merchant means an individual or business that use the Services to effect Transactions wholly or mainly for use in connection with its trade, business, craft or profession.

Merchant Fees means a fee of 0.5% per Transaction charged by SSV to you.

Payment Provider means approved third-party payment providers, including Stripe, Inc.

QR Code means a Quick Response Code provided by SSV to enable Merchants to effect Transactions.

Services means the services provided by SSV via the SSV Platform using open banking to enable Consumers to initiate payments from a chosen bank account directly into a Merchant’s or Consumer's nominated bank account.

SSV Merchant App means the SSV mobile application which you may download and use to connect your bank account in order to access the SSV Platform and to effect Transactions.

SSV Platform means QR codes or SSV’s website (https://ssvsmartpay.co/ ) accessed via the URL or via any web browser or the SSV Merchant App.

Transaction means a transaction between a Consumer and a Merchant on the SSV Platform which initiates a payment.

you (and any derivation, such as your) means the Merchant that opens an Account to use the SSV Platform and Services.

3.  Contact Information

3.1 You can contact SSV for support in respect of your use of the Services and the SSV Platform by email at info@ssvsmartpay.co.

3.2 SSV can contact you via email or in any other way that is personal to you and which you choose to be contacted, by indicating your preference in the SSV Merchant App. This may include SMS, push notifications, website notices or any other appropriate messaging service.

3.3 You must inform SSV promptly if your name or contact details change, including any email addresses, mobile phone numbers or other contact details.

3.4 When using the SSV Platform and Services you must ensure that all access details and information for your use of the SSV Platform and Services are kept confidential.  You should not share any passwords with any third parties.

4. Changes to these Terms of Service

4.1 SSV may amend these Terms of Service from time to time without providing notice to you in order to:

    • reflect changes in laws and regulatory requirements which apply to the SSV Platform and Services; or
    • address an unforeseen and imminent danger related to defending SSV, Consumers or Merchants from fraud, malware, spam, data breaches or other cybersecurity risks.

4.2 SSV will notify you in advance of other changes to the Terms of Service.

4.3 You should check the Terms of Service regularly to stay informed of any changes that may affect you. You will need to accept the changes to the updated Terms of Service in order to continue to use the SSV Platform and Services.  You do not have to accept any changes but you will not be able to use the SSV Platform and Services further in such an event, and SSV will close your Account.

5. Accounts

5.1 Merchants must be 18 or over to register an Account and be resident in the United Kingdom.  In order to complete the Account registration process, Merchants must download the SSV Merchant App and register by providing their name/company name, company number (where applicable), date of birth (if a sole trader), phone number, address and email address, and any other information and supporting documentation reasonably requested by SSV (Registration Information).

 5.2 Once a Merchant has provided the Registration Information and is approved SSV will notify you that your Account is active and you can use the SSV Platform for Transactions.

5.3 Once your Account is active you will receive a QR Code within a reasonable time.

6. Using the SSV Platform

6.1 In accordance with the Terms of Use and these Terms of Service, once your Account is active you can use the SSV Platform to accept payments from Consumers.  

6.2 When using the SSV Platform and the Services, you:

    • must ensure that all access details and information for use of the Platform and Services are kept confidential;
    • must comply with the Terms of Use;
    • acknowledge that the SSV Platform and Services are strictly personal and limited to use for the receipt of payment of Merchant's own products and services;
    • authorise SSV to submit Registration Information to Yapily to facilitate Transactions; and
    • are responsible for any Transactions that Consumers make on the SSV Platform.

6.3 Transactions may take up to 48 hours to clear, not including weekends or bank holidays.

7. Merchant Fees

7.1 You shall pay the Merchant Fee for each Transaction, together with any value added tax due thereon.  Merchant Fees will be charged by SSV every month and you will make payment of the relevant Merchant Fees within 5 days of your receipt of each invoice.

7.2 The Payment Provider will charge a minimum fee of 0.5% of the transaction amount per Transaction.

7.3 Without limiting any other remedies, SSV may suspend your use of the SSV Platform and the Services if you fail to pay any Merchant Fees on the due date for payment and remain in default not less than 14 days after being notified in writing to make such payment.

7.4 SSV reserves the right to change the Merchant Fee and charge additional fees in the future for a Transaction. SSV will provide you with 30 days’ advance notice prior to any change in the Merchant Fee by sending the Merchant an email, providing notice through the SSV Merchant App or by similar means.

8. Taxes and Refunds

8.1 It is your responsibility to determine what, if any, taxes apply to Transactions that you enter into through the SSV Platform and Services, including but not limited to, income tax and value added tax, or such equivalent tax in the relevant jurisdiction.  It is your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority and SSV shall have no liability in respect of the same.

8.2 You are responsible for refunds sought by a Consumer.  You may initiate partial and full refunds of Transactions by choosing the relevant Transaction and selecting "refund" within the SSV Merchant App. This will prompt a call to your bank which will refund the sums paid under the relevant Transaction to the original source.  All refunds initiated by you will be displayed in the monthly invoice that we send to you.

9. Personal Data

SSV is the processor for any personal data processed to facilitate a Transaction. You are the controller for that data and are responsible for ensuring that you have a lawful basis to use and disclose such personal data.  You must provide a copy of your Privacy Policy to each Consumer when effecting a Transaction.  Any personal data provided by you for the purpose of Account set up and as Registration Information is subject to SSV’s Privacy and Cookies Policy and the SSV Merchant App Privacy Policy.

10. Intellectual Property Rights

10.1 The materials and content comprising the SSV Platform and Services belong to SSV or its third-party licensors and you agree that you have no rights in the SSV Platform or Services, other than the right to use and access the SSV Platform and Services in accordance with these Terms of Service (and the other terms referenced above).

10.2 You may use and access the SSV Platform for the purposes set out in these Terms of Service. Unless expressly permitted by SSV, you agree:

    • not to copy, or attempt to copy the SSV Platform;
    • not to change, edit, modify or attempt to change, edit or modify the SSV Platform in any way; and
    • not to seek to access the underlying code of the SSV Platform that SSV has not expressly published publicly for general use.

10.3 You grant to SSV a non-exclusive licence to use your name and logo on the SSV Platform and in SSV's promotional and marketing material to identify the Merchant as a customer of SSV.  Such licence shall cease on termination of the contract between you and SSV, provided that SSV will have no obligation to recall from the market any printed promotional and marketing material.  All intellectual property rights in your name and logo licensed are and shall remain your property.

11. Access/Availability

11.1 SSV does not guarantee that the SSV Platform and Services will be available at all times and in particular the SSV Platform and Services may be unavailable or slow due to SSV carrying out repairs, updates and maintenance on SSV’s systems. SSV is not responsible for any loss or additional costs you may suffer as a result.

11.2 SSV is not responsible for events that are beyond SSV’s reasonable control, including government regulations, outages or disruptions of the internet and telecommunications infrastructure.  Such events may cause interruptions in the availability of or the speed of the SSV Platform and Services.

12. Liability

12.1 You shall indemnify SSV on demand for all losses and liabilities, including legal fees, that arise from any claim or demand made by a third party, including a Consumer, due to or arising out of the your breach of (i) these Terms of Service; (ii) violation of any law or the rights of a third party, or (iii) your failure to comply with the terms of the Transaction, including any claim brought against SSV due to your failure to provide the goods and services that were the subject matter of such Transaction.

12.2 Nothing in these Terms of Service limits any liability that SSV cannot limit or exclude under applicable law.

12.3 Subject to clause 12.2 SSV shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the contract with you for:

    • loss of profits;
    • loss of sales or business;
    • loss of damage to goodwill; or
    • any indirect or consequential loss.

12.4 SSV is not a party to the Transactions that take place between you and Consumers and is therefore not liable to you in respect of any Transactions, including for the failure of a Consumer to make payment to you pursuant to a Transaction or for failure of a Transaction (where funds may not be received by you, whether in whole or part).  SSV does not handle any funds that are sent between you and Consumers.

12.5 Subject to clause 12.2, SSV’s total liability to you for all damages, losses or causes of action arising, by reason of or in connection with your use of the SSV Platform and Services, and/or SSV’s breach of these Terms of Service, will be limited to £1,000.

12.6 Any terms implied by law are to the fullest extent by law excluded from these Terms of Service.  

13. Termination

13.1 The contract between SSV and you in respect of your use of the SSV Platform and Services will begin on the date you accept these Terms of Service and will continue until terminated by SSV or you as provided in this clause.  

13.2 You can end the contract, and thereby your use of the SSV Platform and Services, at any time without explanation or charge by contacting SSV at info@ssvsmartpay.co.  

13.3 SSV may terminate the contract, and thereby your use of the SSV Platform and Services by notice to you:

    • where you have seriously or repeatedly broken any provision of the Terms of Service, or if you attempt or threaten to break any provision of the same;
    • where SSV decides to discontinue the SSV Platform and/or Service; or
    • by 14 days’ notice at any time at its discretion and without reason, for example where you have not used your Account for a prolonged period.

13.4 Upon termination of your use of the SSV Platform and Services SSV will cease providing you with the Services and, whilst you will still be able to access the SSV Merchant App to view historic Transactions, you will no longer be able to initiate or receive payments via the SSV Platform or the SSV Merchant App.

13.5 All provisions of these Terms of Service which by their nature survive termination shall survive termination.

14. General

14.1 All information and correspondence will be in English.

14.2 If SSV chooses not to enforce or rely on any of these Terms of Service at any time, it can still apply the terms again at any time.  If you breach these Terms of Service and SSV takes no action, it will still be entitled to exercise its rights and remedies in any other situation where you breach these Terms of Service.

14.3 You may not enter into any contract on SSV’s behalf or bind SSV in any way. These Terms of Service are for your benefit only, not for the benefit of any third party.

14.4 These Terms of Service and any document referred to in them constitute the entire agreement between you and SSV relating to your use of the SSV Platform and Services and supersede all prior understandings and agreements between you and SSV.

14.5 If any provision of these Terms of Service is or becomes invalid, unlawful or unenforceable, that part of the Terms of Service will be deemed deleted and of no effect between you and SSV. However, the rest of these Terms of Service will continue to be valid and enforceable to the fullest extent permitted by law.

14.6 SSV can transfer the contract with you by notice to you.  You can terminate the contract with SSV in such event by written notice.  You cannot transfer the contract to a third party without SSV’s prior consent.

14.7 If you have a suggestion for how SSV can improve the SSV Platform or Services, or you have a complaint you should contact SSV at info@ssvsmartpay.co

15. Governing law and jurisdiction

15.1 These Terms of Service, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales.

15.2 Each of you and SSV irrevocably agree to submit all disputes arising out of or in connection with these Terms of Service to the exclusive jurisdiction of the English courts.