Terms of Service

About these Terms

These Terms of Service ("Terms") govern your access to and use of the Payhit website at payhit.io (the "Website") and the Payhit platform, including the dashboard, onboarding flow, application programming interfaces and related documentation (together, the "Platform").

The Website and Platform are operated by Flowgrid Ltd, trading as Payhit, a private limited company registered in England and Wales under company number 17474059, with its registered office at Unit 82a James Carter Road, Mildenhall, Bury St. Edmunds, England, IP28 7DE ("Flowgrid", "we", "us" or "our").

In these Terms, "you" or "Customer" means the business that registers for, or uses, the Platform. The individual who accepts these Terms on behalf of that business confirms that they are authorised to bind it.

By using the Website you agree to the sections of these Terms that apply to the Website. By creating an account, submitting an application or using the Platform you agree to these Terms in full. If you do not agree, do not use the Website or the Platform.

Definitions

Partner

A third party that is authorised, licensed or registered to provide a Regulated Service, such as an electronic money institution, a payment institution or a crypto-asset service provider, and with which we work to make that service available through the Platform.

Regulated Service

Any service that requires a licence, authorisation or registration, including issuing electronic money, holding or safeguarding funds, providing payment accounts and IBANs, executing payment transactions, card acquiring, providing alternative payment methods, and crypto-asset services.

Partner Terms

The agreement, terms and conditions and policies that a Partner requires you to accept before it provides a Regulated Service to you.

Order Form

Any order form, pricing schedule, proposal or other document, signed or accepted by both parties, that sets out the services, fees or other commercial terms agreed with you.

Users

Your employees, contractors and other individuals you allow to access the Platform under your account.

Customer Data

Data and content that you or your Users submit to the Platform, including transaction instructions and information about your own customers.

What Payhit is, and what it is not

Payhit is a software layer. It lets you apply for, access and manage services from one dashboard and one API. We build and operate the technology: onboarding, the ledger and balance views, reporting, routing, the API and the user interface.

Each Regulated Service is provided to you directly by the relevant Partner, under that Partner's licence and the Partner Terms. Funds held for you are held by the Partner and, where the law requires, safeguarded by that Partner in accordance with its own regulatory obligations. Before a Partner provides any Regulated Service to you, you will be asked to accept its Partner Terms. If these Terms conflict with the Partner Terms in relation to a Regulated Service, the Partner Terms prevail.

Where a Partner appoints us as its agent, distributor or technical service provider for a particular service, we will say so in the Platform or in the Partner Terms before you start using that service.

Electronic money and funds held with a payment institution are not covered by the UK Financial Services Compensation Scheme or by an equivalent deposit guarantee scheme in the European Economic Area. Crypto-assets are volatile, can lose all of their value and are not protected by any deposit guarantee or compensation scheme.

Using the Website

Information on the Website is provided for general information about the Platform. It is not financial, legal, tax or investment advice, and it is not an offer to provide any service. Product descriptions, prices, partners and supported countries, currencies and payment methods may change, and some features may be marked as planned or not yet available.

Whether a service is available to you depends on your location, your business, the outcome of verification and the approval of the relevant Partner.

You must not misuse the Website. In particular, you must not attempt to gain unauthorised access to it, introduce malicious code, overload it, scrape it at scale, or use it in a way that breaks the law. We may link to third-party websites. We do not control them and are not responsible for their content.

Who can use the Platform

The Platform is only for businesses acting in the course of their trade, business or profession. It is not available to consumers. To use the Platform, you must:

• be a company, partnership or other organisation that is validly registered and in good standing, or a sole trader acting for business purposes where we expressly allow it;
• be established in a country that we and the relevant Partners support;
• not be, and not be owned or controlled by, a person who is the subject of sanctions imposed by the United Kingdom, the European Union, the United Nations or the United States, and not be located in a comprehensively sanctioned country or territory; and
• not operate a business that is prohibited under our policies or the Partner Terms.

Onboarding and verification

Before we open an account for you, and before any Partner provides a Regulated Service, you must complete our onboarding process. We and our Partners are required by anti-money laundering, counter-terrorist financing and sanctions laws to verify your business, its directors, beneficial owners, representatives and authorised signatories, and to understand the nature of your business and expected activity.

You agree to:

• provide information and documents that are complete, accurate and not misleading;
• tell us promptly if any of that information changes, including changes in ownership, control, directors, business activity, registered address or expected volumes;
• provide additional information or documents when we or a Partner reasonably request them, including during periodic reviews; and
• make sure that each individual whose personal data you give us has been told about our Privacy Policy.

You authorise us to verify the information you provide, including through public registers, identity verification providers, credit reference and fraud prevention agencies, and sanctions, politically exposed persons and adverse media screening. You also authorise us to share that information with the Partners you apply to, so that they can carry out their own checks.

We and each Partner may decide, at our or its discretion, not to accept your application or not to provide a particular service. Where the law allows, we will tell you, but we may not be able to give reasons.

Your account and security

You are responsible for all activity under your account, including actions taken by your Users and through your API keys. You must:

• keep passwords, two-factor authentication devices and API keys confidential and secure;
• give access only to Users who need it, with the lowest level of permissions they need, and remove access promptly when it is no longer needed;
• make sure your Users comply with these Terms; and
• tell us immediately at [email protected] if you suspect any unauthorised access to your account, a compromise of your credentials or API keys, or an unauthorised or incorrectly executed transaction. If the transaction relates to a Regulated Service, you must also follow the notification process in the relevant Partner Terms.

The Platform and the API

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right, for the duration of your account, to access and use the Platform, and to integrate with the API, for your internal business purposes.

When using the API you must follow our documentation, rate limits and security requirements, and you must not try to circumvent any limitation we put in place. We may change, add or remove API versions and features. Where a change materially reduces the functionality you rely on, we will give you reasonable notice, unless the change is needed for security, legal or regulatory reasons, or because a Partner changes or withdraws a service.

We may offer features marked as beta, preview, sandbox or similar. These are provided for evaluation, may change or be withdrawn at any time, and are provided without any commitment as to availability or performance.

We aim to keep the Platform available at all times, but we do not guarantee uninterrupted availability. We may carry out maintenance, which we will try to schedule outside business hours and announce in advance where practicable. Any service levels we commit to will be set out in an Order Form.

Acceptable use

You must not, and must not allow anyone else to:

• use the Platform for any unlawful purpose, including money laundering, terrorist financing, fraud, tax evasion, bribery or the evasion of sanctions;
• use the Platform for any business or activity that is prohibited under our policies or the Partner Terms, or that requires a licence or authorisation you do not hold;
• provide false information or impersonate any person or organisation;
• resell, sublicense or provide the Platform to third parties, or use it to offer financial services to others, unless we have agreed this in writing;
• copy, modify, decompile, reverse engineer or create derivative works of the Platform, except to the extent the law does not allow this restriction;
• probe, scan or test the vulnerability of the Platform, or breach its security or authentication measures, without our prior written consent;
• interfere with the operation of the Platform, introduce malicious code or place an unreasonable load on our infrastructure; or
• use the Platform to build a competing product.

Fees and payment

You will pay the fees set out in your Order Form or, if there is no Order Form, the fees published in the Platform at the time the relevant service is used. Fees for Regulated Services may be charged by the relevant Partner under the Partner Terms. Where that is the case, the Partner Terms will say so.

Unless stated otherwise, fees are exclusive of VAT and other applicable taxes, which you will pay in addition. Invoices are payable within 14 days of the invoice date. If you do not pay an amount when it is due, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and, after giving you notice, suspend your access to the Platform until the amount is paid.

We may change our fees by giving you at least 30 days' notice. Fees fixed for a term in an Order Form will not change during that term unless the Order Form allows it.

Your data and data protection

As between you and us, you own Customer Data. You grant us a non-exclusive licence to host, copy, process, transmit and display Customer Data as needed to provide, secure and support the Platform, to comply with the law and to perform our obligations to Partners. We may also create aggregated or de-identified data that does not identify you or any individual, and use it to operate and improve the Platform.

We process personal data in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018 and, where it applies, the EU General Data Protection Regulation. Our Privacy Policy explains how we use personal data when we act as a controller, for example during onboarding, verification and account management. Where we process personal data on your behalf as a processor, for example data about your own customers, the data processing terms we agree with you apply.

You are responsible for making sure that you have a lawful basis to share personal data with us, and that you have given the individuals concerned any information the law requires.

Confidentiality

Each party will keep the other party's confidential information confidential, use it only to perform or receive the services under these Terms, and disclose it only to its employees, advisers, Partners and service providers who need to know it and are bound by equivalent confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already lawfully had, or that it develops independently. Either party may disclose confidential information where required by law, a court or a regulator.

Intellectual property

We and our licensors own all intellectual property rights in the Website and the Platform, including software, designs, documentation and the Payhit name and logo. Except for the limited rights expressly granted in these Terms, no rights are transferred to you.

If you give us feedback or suggestions, we may use them without restriction or obligation to you. We will not mention you as a customer or use your name or logo in our marketing without your prior consent.

Partners and other third parties

Partners are independent of us. Each Partner is responsible for the Regulated Services it provides, for its compliance with the laws and regulations that apply to it, and for the protection of funds it holds. We are not responsible for any act or omission of a Partner in providing a Regulated Service, except to the extent caused by our own breach of these Terms.

If you have a complaint about a Regulated Service, you can contact us and we will pass it to the relevant Partner, or you can follow the complaints procedure in the Partner Terms. You may also have the right to refer a complaint to the ombudsman or regulator that supervises that Partner.

The Platform may integrate with other third-party services, such as identity verification or accounting tools. Your use of those services may be subject to their own terms.

Suspension

We may suspend or restrict your access to all or part of the Platform, with immediate effect and, where the law allows, with notice to you, if:

• we reasonably believe that it is necessary to protect the security or integrity of the Platform, you, other customers or a Partner;
• we suspect fraud, money laundering, sanctions breaches or other unlawful activity;
• a Partner asks us to, or suspends or terminates a Regulated Service provided to you;
• you materially breach these Terms or fail to provide information we or a Partner reasonably request;
• an amount you owe us is overdue after we have given you notice; or
• we are required to do so by law, a court or a regulator.

We will restore access as soon as reasonably practicable once the reason for the suspension no longer applies. In some cases the law may prevent us from telling you why we have suspended access.

Term and termination

These Terms apply from the moment you first use the Website or the Platform until your account is closed. Any minimum term in an Order Form also applies.

You may close your account at any time by giving us 30 days' written notice, subject to any minimum term in an Order Form. We may terminate these Terms for convenience by giving you at least 60 days' written notice.

Either party may terminate these Terms immediately by written notice if the other party materially breaches them and, where the breach can be remedied, fails to remedy it within 14 days of being asked to; or if the other party becomes insolvent, enters into administration, liquidation or any arrangement with its creditors, or ceases to carry on business. We may also terminate immediately where continuing to provide the Platform would breach the law or the requirements of a regulator or Partner.

When these Terms end, your right to use the Platform ends, and any fees owed become immediately payable. For 30 days after termination you may ask us to export Customer Data that is still held in the Platform. After that we will delete it, except where we must keep it for legal or regulatory reasons, as explained in our Privacy Policy. Regulated Services end in accordance with the Partner Terms, including the return of any funds the Partner holds for you. Sections that by their nature should continue to apply after termination will continue to apply, including those on fees, data, confidentiality, intellectual property, liability, indemnity and governing law.

Warranties and disclaimers

Each party confirms that it has the power and authority to enter into these Terms. We will provide the Platform with reasonable skill and care.

Apart from that, and to the extent permitted by law, the Website and the Platform are provided "as is" and "as available", and we exclude all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise, including any implied terms as to satisfactory quality and fitness for a particular purpose. We do not warrant that the Platform will be error-free or uninterrupted, or that it will meet your specific requirements.

Limitation of liability

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law. Nothing limits your obligation to pay fees that are due.

Subject to the paragraph above, neither party will be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, revenue, business, goodwill or anticipated savings, for any loss or corruption of data (except to the extent caused by our breach of our data protection obligations), or for any indirect or consequential loss.

Subject to the first paragraph of this section, our total liability to you arising out of or in connection with these Terms in any 12-month period will not exceed the greater of (a) the fees you paid to us under these Terms in the 12 months before the event giving rise to the claim, and (b) £1,000.

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including the failure of a Partner, payment scheme, banking system, blockchain network, hosting provider or telecommunications network, or any act of government or regulator.

Indemnity

You will indemnify us against all losses, fines, penalties, costs and reasonable legal fees that we incur as a result of any third-party claim or regulatory action arising from your breach of the sections of these Terms on onboarding, acceptable use or data protection, or from your violation of any law. We will notify you promptly of any such claim, allow you to take part in its defence at your own cost, and not settle it without consulting you.

Changes to these Terms

We may update these Terms from time to time. We will give you at least 30 days' notice of any material change by email or in the Platform. We may make changes with shorter notice, or immediately, where they are required by law, a regulator or a Partner, or where they relate to new features. If you do not agree to a change, you may close your account before it takes effect without paying any termination charge. If you continue to use the Platform after the change takes effect, you accept the updated Terms.

Notices

We will send notices to the email address associated with your account or through the Platform. You can send notices to us at [email protected] or by post to our registered office. Notices sent by email are treated as received on the next business day after sending, unless the sender receives a delivery failure message.

General

• Entire agreement. These Terms, any Order Form and any data processing terms we agree with you make up the entire agreement between us about their subject matter. If they conflict, the Order Form prevails, then the data processing terms, then these Terms. Nothing in this section limits liability for fraud.
• Assignment and subcontracting. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign them to a group company or to a successor to our business, and we may use subcontractors, remaining responsible for their performance.
• Third-party rights. No one other than you and us has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
• Relationship. Nothing in these Terms creates a partnership, joint venture or agency between you and us.
• Severability. If any provision of these Terms is found to be invalid or unenforceable, the rest of the Terms will remain in effect.
• No waiver. A failure or delay in exercising a right does not waive that right.
• Language. These Terms are made in English. Any translation is provided for convenience only.

Governing law and jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, including non-contractual disputes or claims, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

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