Merchant Terms to support PIS Early Access to Instant Bank Pay
These Instant Bank Pay Early Access Terms (Terms) are entered into between you (you, your) and GoCardless Limited (GoCardless, we, us, our), and govern your use of our Instant Bank Pay Service (Instant Bank Pay) on a temporary basis during the testing phase of Instant Bank Pay.
- Acceptance of these Terms
- Instant Bank Pay
2.1 Instant Bank Pay is a new service being rolled out by GoCardless which enables merchants to collect one-off payments from their customers using a payment initiation service provided by GoCardless. GoCardless will provide you with the option to request a one-off payment from your customer and, upon receiving your customer’s express consent to do so via Open Banking, the payment will be initiated and GoCardless will pay it directly to you. Further information about Instant Bank Pay and the different use cases can be found HERE.
2.2 You acknowledge and agree that GoCardless will apply a limit of £840.00 to each transaction which can be made by your customer using Instant Bank Pay, and that GoCardless may change such limits at any time and without notice to you. You further acknowledge and agree that at any time and without notice we may put fair usage limits on the number of Instant Bank Pay requested by you in any specific period.
- Term, termination and modification of these Terms
3.1 These Terms will come into effect on the date you request Early Access to Instant Bank Pay and will expire on 31st August 2021 (Test Term). Either party may terminate these Terms before the end of the Test Term for any reason or no reason upon written notice to the other party. Upon termination you will cease using Instant Bank Pay under these Terms.
3.2 You acknowledge and agree that during the Test Term you will not be required to pay any fees to GoCardless for use of Instant Bank Pay. Prior to the end of the Test Term you will be offered the option to carry on using Instant Bank Pay if it is made available to all GoCardless merchants, including information around the fees for using Instant Bank Pay after the Test Term has ended. You acknowledge and agree that if you wish to keep using Instant Bank Pay after the end of the Test Term, you will be charged fees for doing so in accordance with the fee rates for Instant Bank Pay communicated at that time.
3.3 These Terms will automatically terminate upon any breach by you of any of your obligations under these Terms, including breach of confidentiality obligations. Your breach of any of your obligations under any of the GoCardless Agreements may result in your immediate termination from and use of Instant Bank Pay.
3.4 We reserve the right to modify or terminate Instant Bank Pay during the Test Term. We further reserve the right to modify or terminate your use of Instant Bank Pay, or to limit or deny access to Instant Bank Pay, at any time, in our sole discretion, for any reason, with or without notice and without liability to you. You may discontinue your use of Instant Bank Pay during the Test Term at any time.
3.5 Clauses 4, 5.1, 6, 7 and 8 will survive the expiry or termination of these Terms.
- Feedback and case studies
4.1 GoCardless will not charge you any fees for using Instant Bank Pay during the Test Term. In consideration for GoCardless providing you access to Instant Bank Pay you acknowledge and agree that during the Test Term you will provide feedback to GoCardless on your experience of Instant Bank Pay during the Test Term (if requested to do so).
4.2 You acknowledge and agree that GoCardless owns any feedback provided, including case studies developed through such feedback, and you hereby grant to us (if needed) a perpetual, non-revocable, royalty-free worldwide licence to use and/or incorporate such feedback into any of our products or services at any time at our sole discretion. If we choose to publish such feedback, we will either do so in a way that does not identify you, or will seek your consent if we do wish to identify you.
4.3 We may also monitor how you use Instant Bank Pay and use that information to improve Instant Bank Pay or our other products and services.
- Performance and availability of Instant Bank Pay
5.1 By accepting these Terms or using Instant Bank Pay, you understand and acknowledge that Instant Bank Pay are being provided as a testing version and made available on an ‘as is’ or ‘as available’ basis, and your access to, participation and/or use of Instant Bank Pay is at your sole risk. To the extent permitted by applicable law, we expressly disclaim all and you receive no warranties and conditions of any kind, whether express or implied, with respect to Instant Bank Pay. We make no warranty that Instant Bank Pay will meet your requirements and/or that Instant Bank Pay will be uninterrupted, timely or error-free, nor do we make any warranty as to the results that may be obtained from the use of Instant Bank Pay or the accuracy of any other information obtained through Instant Bank Pay.
5.2 You assume all risks and all costs associated with your use of Instant Bank Pay. We are not obliged to provide any maintenance, technical, or other support for Instant Bank Pay.
- Intellectual Property and Confidential Information
6.1 By agreeing to and complying with these Terms we grant you a non-exclusive, revocable, non-transferable, limited licence to use Instant Bank Pay.
6.2 You agree that we own all legal rights, title and interest in and to Instant Bank Pay, including all intellectual property rights, and except for the licence provided herein, no other rights or permissions to any of the GoCardless Services is granted.
6.3 Nothing herein gives you a right to use any of our trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code in connection with Instant Bank Pay and/or any other aspect of GoCardless technology, except as permitted by us.
6.4 You acknowledge and agree that: (i) Instant Bank Pay and the use and operation of Instant Bank Pay during the Test Term constitutes Confidential Information (as defined in the GoCardless Agreements); (ii) you acknowledge that the successful market launch of commercial versions of Instant Bank Pay requires you to keep all GoCardless data and information discussed and/or made available during the Test Term, including Instant Bank Pay data, strictly confidential; (iii) the premature release of any of the Confidential Information would damage GoCardless’ competitive and intellectual property interests; and (iv) information about Instant Bank Pay shall not be shared with anyone other than other authorised users of Instant Bank Pay, which may include authorised users of your GoCardless Account.
- Limitation of liability and indemnification
7.1 To the extent permitted by law, GoCardless will not be liable to you or any third party, whether in contract, tort (including negligence or breach of statutory duty) or otherwise for: (i) any loss of profits, income, revenue, business opportunities, loss or corruption of data or information, any failure to realise expected revenues or savings, loss of or damage to goodwill, pure economic loss, or any other economic or pecuniary loss (regardless of whether any of these types of loss or damage are direct, indirect, special or consequential); or (ii) any indirect, special or consequential losses or damage, or any punitive, exemplary or incidental damages, arising under or in connection with these Terms, and whether or not GoCardless has been advised of the possibility of such damages. To the extent permitted by law, GoCardless’ maximum liability hereunder is limited to £1,000.
7.2 You agree to hold harmless and indemnify GoCardless, our affiliates and subsidiaries, officers, directors, agents and employees from and against any third party claim arising from or in any way related to: (i) your breach of these Terms; (ii) your use of Instant Bank Pay during the Test Term; or (iii) your violation of applicable laws, rules or regulations in connection with Instant Bank Pay.
8.1 We reserve the right to make changes to these Terms from time to time and we may or may not notify you if we do so. You understand and agree that if you use Instant Bank Pay after the date on which the Terms have changed, we will treat your use as acceptance of the updated Terms.
8.2 Both parties agree to comply with all applicable laws, regulations and rules in the provision and/or use of Instant Bank Pay.
8.3 Any notice or other communication required to be given to a party under or in connection with these Terms must be sent in the manner set out in these Terms. All notices to GoCardless must be sent via email to firstname.lastname@example.org.
8.4 Nothing in these Terms is intended to, or shall be deemed to constitute a partnership or joint venture of any kind between any of the parties, not constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
8.5 A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
8.6 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales, and the parties agree that the English courts shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms or their subject matter or formation.
26 FEBRUARY 2021