KASHA CUSTOMER TERMS AND CONDITIONS
IT IS HEREBY AGREED
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
“Add-On”
as defined in clause 5.5.
“Add-On Fees”
the fees payable by the Customer to Kasha for the Add-Ons agreed by the Customer on the Kasha Platform.
“Agreement”
these Terms and Conditions and any Subscription Information.
“Applicable Law”
all applicable laws and regulations.
“Authorised User”
those employees and independent contractors of the Customer who are authorised by the Customer to use the Kasha Platform, Kasha Services and the Documentation.
“Business Day”
a day other than a Saturday, Sunday or bank or public holiday in England.
“Confidential Information”
information that is proprietary or confidential and is either clearly identified as such or would be understood by a reasonable businessperson to be confidential, but excluding information that (i) is publicly known other than through any act or omission of the receiving party; (ii) was in the receiving party’s lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party, which independent development can be shown by written evidence.
“Current Term”
the then-current Initial Term or Renewal Term, considered individually.
“Customer”
the Customer identified in the Subscription Information.
“Customer Branding”
the names, marks, fonts and trade dress used by the Customer and supplied by (or on behalf of) the Customer to Kasha or entered by (or on behalf of) the Customer into the Kasha Platform and/or Kasha Services from time to time.
“Customer Client”
a client of the Customer.
“Customer Data”
means: (i) the data inputted by the Customer, Authorised Users, third parties or Kasha on the Customer's behalf for the purpose of the Customer using the Kasha Platform or Kasha Services or facilitating the Customer's use of the Kasha Platform or Kasha Services, (ii) the data relating to Customer Clients; and (iii) the data generated specifically for the Customer by the Kasha Platform or Kasha Services.
“Data Protection Laws”
all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018, and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).
“Deliverable”
any work product produced by the Customer using the Kasha Services, such as the Customer Website (defined in Schedule 2).
“Documentation”
the materials supplied (or made available) by Kasha to the Customer in respect of the Kasha Platform and Kasha Services, including user guides.
“DPA”
the data processing agreement set out at Schedule 1.
“Effective Date”
the date Kasha starts performing its obligations set out in this Agreement.
“Fees”
the Plan Fees, the Add-On Fees, the Module-Specific Transaction Fees and the Trial Fees.
“Finance Modules”
the Merchant Services Module, Payment Processing Module and Business Accounts Module.
“Initial Term”
the period of twelve (12) months from the Effective Date.
“Intellectual Property Rights”
patents, utility models, rights to and in inventions, copyright and neighbouring and related rights, trade marks and service mark, business names and domain names, rights in get-up and trade dress, goodwill and accrued rights to sue for passing off or unfair competition, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Kasha”
(1) KASHA SERVICES UK LIMITED incorporated and registered in England and Wales with company number 15831561 whose registered office is at Marine House, 151 Western Road, Haywards Heath, United Kingdom, RH16 3LH (“Kasha Services UK”) and (2) KASHA FINANCIAL SERVICES UK LIMITED incorporated and registered in England and Wales with company number 16213212 whose registered office is at Marine House, 151 Western Road, Haywards Heath, England, RH16 3LH (“Kasha Financial Services UK”).
“Kasha App”
Kasha’s mobile application through which the Customer may access the Kasha Platform.
“Kasha Platform”
Kasha’s online platform used to support its customers’ business operations , which is available via the Kasha Website and Kasha App.
“Kasha Services”
the subscription services provided by Kasha to the Customer for each of the Modules via the Kasha Platform, as detailed in the Pricing Schedule.
“Kasha Website”
https://kasha.io (or from such other web address notified to the Customer by Kasha from time to time).
“Liability”
all liability whether in tort (including negligence or breach of statutory duty), contract, indemnity, misrepresentation, restitution or otherwise and “Liable” is construed accordingly.
“Modules”
the modules provided by Kasha as part of the Kasha Services, including:
(i) Company Formation Module;
(ii) Website Builder Module;
(iii) Customer Relationship Management Module;
(iv) Template Contracts Module;
(v) Merchant Services Module;
(vi) Payment Processing Module;
(vii) Bookings Module;
(viii) Invoicing Module; and
(ix) Business Accounts Module;
(x) Registered Office Module; and
(xi) such other modules as Kasha makes available from time to time.
“Module-Specific Terms”
as defined in clause 2.5.
“Module-Specific Transaction Fees”
the fees payable by the Customer to Kasha that are integrated transaction fees specified in the Module-Specific Terms, excluding the Add-On Fees.
“Offer”
as defined in clause 10.3.
“Plan”
the Plan the Customer subscribes to in relation to the Kasha Platform and Kasha Services, being Start, Run, Grow and/or such other Plans as Kasha may introduce from time to time.
“Plan Fees”
the fees payable by the Customer to Kasha for the subscription to the Kasha Platform and Kasha Services.
“Pricing Schedule”
the Pricing Schedule on the Kasha Website.
“Renewal Term”
as defined in clause 3.4.
“Software”
the online and mobile software applications provided or made available by Kasha to the Customer as part of the Kasha Platform and/or Kasha Services.
“Subscription Information”
the information about the Customer and the Customer’s subscription to the relevant Plan, including information in the Pricing Schedule.
“Term”
the term of this Agreement (being the Initial Term and any Renewal Terms).
“Trial”
any trial of the Kasha Platform and Kasha Services offered by Kasha to the Customer.
“Trial Fee”
the fee for the Kasha Platform and Kasha Services during the Trial.
“Virus”
any thing or device (including software, code, files, or programmes) that may prevent, impair, or otherwise adversely affect the operation of software, hardware, networks, or telecommunications services; prevent or impair access to or operation of programmes or data, including altering or erasing them; or negatively affect user experience, including worms, trojans, viruses, and similar devices.
“Vulnerability”
a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be interpreted accordingly.
1.2 The headings in this Agreement shall not affect its interpretation.
1.3 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and includes all subordinate legislation made from time to time under that legislation or legislative provision.
1.4 References to clauses and schedules are to the clauses and schedules of this Agreement.
1.5 If there is any conflict between these Terms and Conditions and the Module-Specific Terms, the order of precedence shall be, from the highest priority (i) the Module-Specific Terms; and (ii) these Terms and Conditions.
2. Scope of this Agreement
2.1 Kasha has developed the Kasha Platform, which it makes available to its customers for the purpose of providing its customers with certain services via the Kasha Platform.
2.2 The Customer wishes to use the Kasha Platform and Kasha Services in its business operations and Kasha has agreed to supply the Kasha Platform, Kasha Services and Documentation to the Customer on the terms of this Agreement.
2.3 The scope of the Kasha Services supplied to the Customer will depend on the level of the Customer’s Plan and can be found in the Pricing Schedule.
2.4 By signing up for a Plan (including a Trial), as detailed in clause 4 below, the Customer accepts the terms of this Agreement.
2.5 The Modules are subject to specific terms, as set out in Schedule 2 of this Agreement (“Module-Specific Terms”), and by subscribing to the Kasha Services, the Customer agrees to all the terms of this Agreement, including the Module-Specific Terms. As set out in clause 1.5, in the event of any conflict or inconsistency between the terms set out in the Module-Specific Terms and the terms set out in the main body of this Agreement, the terms in the Module-Specific Terms shall take precedence to the extent of the conflict or inconsistency, but only in relation to the relevant Module.
2.6 Certain Modules involve the creation of Deliverables, as set out in the Module-Specific Terms.
2.7 The Kasha Platform and Kasha Services are supplied by Kasha Services UK, except for the Kasha Services for the Finance Modules, which are supplied by Kasha Financial Services UK, and references to “Kasha” in this Agreement shall be construed accordingly.
3. Commencement and duration
3.1 This Agreement shall commence on the Effective Date and shall continue until it terminates in accordance with these Terms and Conditions.
3.2 Subject to clause 3.3, this Agreement shall continue for the Initial Term.
3.3 Where Kasha gives the Customer a Trial, the Initial Term shall be extended for the duration of the Trial so the Trial is delivered during the Initial Term.
3.4 Following the expiry of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year (each a "Renewal Term").
4. Signing up to the Kasha Platform and a Plan
4.1 The Customer shall sign up to the Kasha Platform and Kasha Services via the Kasha Website or Kasha App (available via the Apple App Store, the Google Play Store, or any other digital distribution platform as may be designated by Kasha from time to time) which sets out the details for each Plan. Following sign-up, Kasha shall send the Customer a confirmation email. Kasha shall not be required to supply the Kasha Platform or Kasha Services until the Customer has successfully signed up to the Kasha Platform and Kasha Services and activated their account by clicking the link in the confirmation email. Kasha shall be deemed to have accepted the Plan via such activation via automated confirmation, being granting the Customer access to the Kasha Platform and Kasha Services.
4.2 When completing the sign-up process, the Customer selects one of the available Plans. The features and functionalities provided under each type of Plan are detailed in the Pricing Schedule. Different sign-up processes or payment terms may apply where the Customer signs up via a third-party digital distribution platform, as detailed in the Pricing Schedule or as notified to the Customer on the third-party digital distribution platform during sign-up.
5. Plan changes and Add-Ons
5.1 The Customer may change its Plan at any time as follows:
5.1.1 the Customer may downgrade to a lower Plan or to the Trial by providing at least one (1) month’s notice; or
5.1.2 the Customer may upgrade to a higher Plan with immediate effect.
5.2 All Plan changes may be effected by:
5.2.1 using the relevant functionality on the Kasha Platform; or
5.2.2 providing written notice to Kasha via email.
5.3 Downgrades, and the applicable decrease in Plan Fees and applicable decrease in functionalities of the Kasha Platform and provision of Kasha Services shall take effect at the end of the Current Term. No refunds or credits will be issued for the remainder of the Current Term.
5.4 Upgrades shall take effect immediately upon Kasha’s confirmation, either on the Kasha Platform automatically, or in writing, and the applicable increase in Plan Fees shall be charged on a pro-rata basis for the remainder of the Current Term.
5.5 The Customer may request additional services (“Add-Ons”) when they sign up to the Kasha Platform and Kasha Services. Any such Add-Ons shall be subject to Add-On Fees as set out in the Pricing Schedule. Add-Ons requested after the Effective Date may be ordered on the Kasha Platform. Such Add-Ons shall be deemed incorporated into the Plan when confirmed by Kasha in writing or activated on the Customer’s account. The Add-on Fees for the Add-Ons shall be payable from the date the Add-On is activated.
6. Platform licence and use of the Kasha Platform
6.1 Kasha grants the Customer a non-exclusive, non-transferable licence, without the right to grant sublicences, to permit the Authorised Users to use the Kasha Platform, Kasha Services and the Documentation during the Term.
6.2 The number of Authorised Users is limited to the number specified in the Pricing Schedule for each Plan level.
6.3 The Customer may change the number of Authorised Users at any time as follows:
6.3.1 the Customer may increase the number of Authorised Users with immediate effect, and the applicable additional fees will be charged immediately in accordance with the Pricing Schedule; or
6.3.2 the Customer may reduce the number of Authorised Users by providing notice to Kasha, with such reduction taking effect at the end of the Current Term. No refunds or credits will be issued for the remainder of the Current Term.
6.4 All changes to the number of Authorised Users may be effected by:
6.4.1 using the relevant functionality on the Kasha Platform; or
6.4.2 providing written notice to Kasha via email.
6.5 The Customer shall and ensure that the Authorised Users shall:
6.5.1 use the Kasha Platform and the Kasha Services solely for the purposes of this Agreement and for the Customer’s own internal business operations;
6.5.2 not engage in any activity that could compromise the security, performance or integrity of the Kasha Platform or Kasha Services; and
6.5.3 safeguard all login credentials or other access information for the Kasha Platform and Kasha Services provided by Kasha.
6.6 The Customer shall permit Kasha to audit the Customer’s use of the Kasha Platform and Kasha Services in order to establish the Customer’s compliance with the Agreement.
6.7 The Customer shall not:
6.7.1 access or use the Kasha Platform, Kasha Services or Documentation except as expressly permitted under this Agreement;
6.7.2 except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties and except as expressly permitted by this Agreement:
(a) attempt to copy, modify, repair, duplicate, create derivative works from, frame, mirror, republish, download, list, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software and/or Documentation;
6.7.3 access all or any part of the Kasha Platform, Kasha Services and/or Documentation in order to build a product or service which competes with the Kasha Platform, Kasha Services and/or the Documentation;
6.7.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Kasha Platform, Kasha Services and/or Documentation available to any third party except the Authorised Users;
6.7.5 attempt to obtain, or assist third parties in obtaining, access to the Kasha Platform, Kasha Services and/or Documentation, other than as provided under this clause 6.7;
6.7.6 circumvent or otherwise interfere with the authentication or security measures of the Kasha Platform or Kasha Services or remove, obscure or alter any copyright notice, trademarks, logos or trade names or any other notices or identifications that appear on the Kasha Platform, Kasha Services or Documentation;
6.7.7 allow the transfer, transmission, export or re-export of the Kasha Platform, Kasha Services or Documentation whether in whole or in part; or
6.7.8 introduce or permit the introduction of any Virus or Vulnerability into the Kasha Platform, Kasha Services or Kasha’s (or its’ suppliers) network and information systems.
6.8 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Kasha Platform, Kasha Services and/or the Documentation and, in the event of any such unauthorised access or use, shall promptly notify Kasha.
6.9 The Customer shall comply with the licence terms applicable to any third party or open-source software used in the Kasha Platform and/or Kasha Services where the Customer has been informed of such licence terms by Kasha.
6.10 The Customer shall ensure that the number of Authorised Users that access and use the Kasha Platform and/or Kasha Services does not exceed number specified in the Pricing Schedule for the Customer’s Plan level plus any permitted additional Authorised Users under clause 6.3.
6.11 Kasha may deactivate any Authorised User’s account login and password where Kasha deems it reasonably necessary, including for breaches of this Agreement.
6.12 The restrictions in this clause 6 apply to each part of the Kasha Platform and the Kasha Services and to the Kasha Platform and the Kasha Services as a whole.
7. Platform, Services and Documentation
7.1 Kasha shall, during the Term, make the Kasha Platform, the Kasha Services and the Documentation available to the Customer in line with the Customer’s Plan on and subject to the terms of this Agreement.
7.2 Kasha will provide the Kasha Platform and Kasha Services in accordance with the Pricing Schedule and the Documentation.
7.3 Kasha may make changes to the Kasha Platform and Kasha Services at any time, including adding or deleting Modules:
7.3.1 where such changes do not materially adversely affect the Kasha Platform and Kasha Services supplied to the Customer; or
7.3.2 as required by Applicable Law.
7.4 Kasha may issue and install updates, upgrades, fixes or patches for the Kasha Platform and/or Kasha Services at any time, and Kasha shall use commercially reasonably endeavours to minimise the level of unavailability and interruption to the Kasha Platform and Kasha Services as a result of issuing and installing the updates, upgrades, fixes or patches.
8. Kasha’s obligations
8.1 Kasha shall perform its obligations under this Agreement with reasonable skill and care and in accordance with Application Laws.
8.2 The Customer acknowledges that except as set out in this Agreement, the Kasha Platform and the Kasha Services are provided on an “as is” and “as available” basis, without warranty of any kind, whether express or implied, and that the Customer’s use of the Kasha Platform and the Kasha Services is at the Customer’s sole risk.
8.3 Kasha:
8.3.1 does not warrant that the Kasha Platform or the Kasha Services will meet the Customer’s specific requirements;
8.3.2 does not warrant that the Customer’s use of the Kasha Platform or Kasha Services will be uninterrupted, timely or error-free;
8.3.3 does not warrant that any errors in the Kasha Platform or Kasha Services will be corrected within particular timeframes; and
8.3.4 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Kasha Platform and Kasha Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.4 Whilst Kasha takes appropriate steps for an organisation of its size and resources to minimise the risk of the Kasha Platform and Kasha Services containing Vulnerabilities and Viruses, Kasha cannot guarantee the same, and the Customer acknowledges its responsibility to protect its hardware, software and network (which includes implementing appropriate firewalls and anti-virus software).
8.5 Kasha shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer’s exclusive remedy against Kasha shall be for Kasha to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up maintained by Kasha in accordance with its archiving procedure.
9. Customer’s obligations
9.1 The Customer shall:
9.1.1 provide Kasha with:
(a) all necessary co-operation in relation to this Agreement;
(b) access to such information as may be reasonably required by Kasha, in order to perform this Agreement;
(c) all documents and information Kasha may reasonably request of the Customer for Kasha to satisfy its obligations under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 or other Applicable Laws; and
(d) access to the Customer Data as reasonably required by Kasha to perform this Agreement;
9.1.2 ensure that all information, documentation and materials it provides to Kasha is true, up-to-date, accurate and complete;
9.1.3 without affecting its other obligations under this Agreement, comply with all Applicable Laws, including all applicable trade control and sanctions laws, relevant to its use of the Kasha Platform or Kasha Services, and not cause Kasha or its licensors to breach such laws;
9.1.4 carry out its responsibilities under this Agreement in a timely and efficient manner. In the event of any delays caused by the Customer or its contractors or agents, Kasha may adjust any agreed timetable or delivery schedule as reasonably necessary;
9.1.5 ensure that the Authorised Users are aware of, and use the Kasha Platform, Kasha Services and the Documentation in accordance with this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;
9.1.6 be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Kasha Platform, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
9.2 As between the parties, the Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. The Customer grants Kasha a non-exclusive, royalty-free, worldwide licence, together with the right to grant sublicenses, to:
9.2.1 access and use the Customer Data for the Term to perform this Agreement; and
9.2.2 access and use the Customer Data on an irrevocable and perpetual basis to improve Kasha’s products and services.
9.3 The Customer acknowledges that Kasha and its licensors may collect metrics, analytics, metadata, statistics or other data related to the Customer’s use of the Kasha Platform and/or Kasha Services:
9.3.1 to provide the Kasha Platform and Kasha Services to and for the benefit of the Customer; and
9.3.2 to analyse, maintain and improve the Kasha Platform and Kasha Services, including for security purposes.
9.4 The Customer warrants that Kasha’s use of the Customer Data as envisaged by this Agreement will not infringe the rights of any third party.
10. Charges and payment
10.1 The Customer shall pay the Fees to Kasha Services UK. Where the Kasha Services are supplied by Kasha Financial Services UK, Kasha Services UK shall invoice and receive the Fees on behalf of Kasha Financial Services UK in accordance with this clause 10.
10.2 Kasha may offer a Trial of the Kasha Platform and Kasha Services to the Customer, the details of which are set out in the Pricing Schedule. If there is a Trial Fee, the Customer shall pay the Trial Fee to Kasha. Once the Trial has been completed, the Customer shall pay the Fees to Kasha for the rest of the Term.
10.3 Kasha may offer cash rewards or incentives to the Customer in writing from to time (“Offers”), subject to the following:
10.3.1 the eligibility criteria, value, and terms of any Offer shall be determined by Kasha and set out on the Kasha Website or in Kasha’s promotional materials;
10.3.2 Kasha reserves the right to modify or withdraw any Offer at its sole discretion at any time;
10.3.3 Kasha may withhold or revoke any Offer if it believes the Customer has acted dishonestly or otherwise breached the terms of this Agreement or the terms applicable to the Offer; and
10.3.4 Offers may be subject to additional terms, including timelines and conditions for redemption, which Kasha shall provide at the time of the Offer.
10.4 Kasha shall invoice the Customer for:
10.4.1 the Trial Fees prior to the start of the Trial;
10.4.2 the Plan Fees either monthly in advance or annually in advance, as requested by the Customer during the sign-up process;
10.4.3 the Add-On Fees on an ad-hoc basis as and when the Customer purchases an Add-On; and
10.4.4 the Module-Specific Transaction Fees as specified in the Module-Specific Terms.
10.5 The Customer shall pay the Fees at the time specified in clause 10.4 unless stated otherwise in the Module-Specific Terms which, for example, may be the last Business Day of the month. Payment shall be automatically deducted from the Customer’s Kasha account provided by the Payment Processing Module (see Schedule 2 Part 6). In the event that the Customer’s Kasha account does not contain sufficient funds, Kasha shall be entitled to charge the outstanding amount to the secondary payment method designated by the Customer when the Customer signs up to the Kasha Platform and the Kasha Services, including but not limited to a payment card on file. If the payment card is invalid or cannot be charged for any reason, Kasha shall also be entitled to require the Customer to pay the outstanding amount by funds transfer to a bank account nominated by Kasha.
10.6 If Kasha has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of Kasha:
10.6.1 Kasha may, without Liability to the Customer, disable the Customer’s password, account and access to all or part of the Kasha Platform, Kasha Services and Documentation, and Kasha shall be under no obligation to provide any or all of the Kasha Platform, Kasha Services or Documentation while the invoice(s) concerned remain unpaid; and
10.6.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then-current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
10.7 All amounts and Fees stated or referred to in this Agreement:
10.7.1 shall be payable in the currency stated on Kasha’s invoice;
10.7.2 are non-cancellable and non-refundable unless otherwise stated in this Agreement; and
10.7.3 are exclusive of value added tax and any other applicable sales, value added or similar taxes or levies, which shall be added to Kasha's invoice(s) at the appropriate rate.
10.8 Kasha shall be entitled to:
10.8.1 increase the Plan Fees at the start of each Renewal Term upon at least two (2) months’ prior written notice to the Customer; and
10.8.2 increase the Module-Specific Transaction Fees and/or the Add-On Fees at its discretion at any time.
11. Data Protection
11.1 Kasha processes Customer Data in accordance with its privacy notice which is available on the Kasha Website.
11.2 Each party shall comply with its obligations under the Data Protection Laws. Where Kasha processes personal data of the Customer and the Customer Clients related to the Customer’s use of the Kasha Platform and Kasha Services as the Customer’s processor, the parties shall comply with the data processing obligations set out in the DPA appended at Schedule 1.
12. Intellectual Property Rights
12.1 The Customer acknowledges and agrees that Kasha and/or its licensors own all the Intellectual Property Rights in the Kasha Platform, Kasha Services, Software, Documentation and the Deliverables. Except as expressly stated herein, this Agreement does not grant the Customer any rights to any Intellectual Property Rights in the Kasha Platform, Kasha Services, Software, Documentation or the Deliverables.
12.2 The Intellectual Property Rights in the Customer Branding shall belong to the Customer and are licensed to Kasha under this Agreement to supply the Kasha Services. The Customer warrants that Kasha (and its sub-contactors’) use of the Customer Branding for the purposes of this Agreement will not infringe the rights of any third party.
12.3 If the Customer makes any suggestions or recommendations in relation to the Kasha Platform or Kasha Services, the Customer acknowledges that Kasha has the right to implement them into the Kasha Platform and/or Kasha Services and the Customer assigns (including by way of present assignment of future rights) all rights and interests in and to such suggestions or recommendations to Kasha.
13. Confidentiality
13.1 Each party may be given access to Confidential Information from the other party.
13.2 Subject to clause 13.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement or to enforce or exercise its rights, or defend its actions, under this Agreement.
13.3 Each party shall ensure that the other’s Confidential Information to which it has access is not disclosed, distributed or used by its officers, employees, contractors or agents in violation of this Agreement.
13.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
13.5 Each party shall use at least the same degree of care with respect to the other party’s Confidential Information as it uses to prevent the disclosure of its own Confidential Information, which in any event shall be no less than a reasonable standard of case.
13.6 The Customer acknowledges that the Kasha Platform, Kasha Services, Documentation and the results of any performance tests of the Kasha Platform and Kasha Services, are part of Kasha’s Confidential Information.
13.7 Kasha acknowledges that the Customer Data is part of the Customer’s Confidential Information.
13.8 Kasha may use the Customer Branding on the Kasha Website and marketing materials to highlight how Kasha and the Customer are working together and Kasha shall comply with the Customer’s reasonable branding guidelines in such usage. Otherwise, no party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
14. Liability
14.1 The Customer is solely responsible for:
14.1.1 the Customer Data inputted into the Kasha Platform and Kasha Services by (or on behalf of) the Customer;
14.1.2 the Customer’s use of the Kasha Platform and Kasha Services, and for conclusions drawn from such use; and
14.1.3 the Deliverables obtained from the use of the Kasha Platform and/or Kasha Services by (or on behalf of) the Customer.
14.2 Kasha shall not be Liable for any damage caused by errors or omissions in any data, information, materials or instructions provided to Kasha by (or on behalf of) the Customer in connection with the Kasha Platform and Kasha Services, or for any actions taken by Kasha at the Customer’s direction.
14.3 Nothing in this Agreement excludes the Liability of either party:
14.3.1 for death or personal injury caused by its’ negligence;
14.3.2 for fraud or fraudulent misrepresentation; or
14.3.3 for any other matter that cannot be limited or excluded under Applicable Law.
14.4 Subject to clause 14.1, Kasha shall have no Liability for any:
14.4.1 loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses, or loss or corruption of data or information; or
14.4.2 special, indirect or consequential loss, costs, damages, charges or expenses.
14.5 Subject to clauses 14.1, 14.2, 14.3 and 14.4, Kasha’s total aggregate Liability arising under or in connection with this Agreement shall be limited to the amount of the Fees paid by the Customer to Kasha in the last 12-month period immediately preceding the date the claim is made.
14.6 The Customer acknowledges that where the Kasha Platform and Kasha Services are supplied by Kasha without charge during the Trial, the effect of clause 14.5 is that Kasha shall have no Liability to the Customer arising under or in connection with this Agreement and the Kasha Platform and Kasha Services are supplied on an “as is” and “as available” basis.
14.7 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from this Agreement.
15. Indemnification
15.1 Subject to clause 15.2, Kasha shall indemnify the Customer against all damages, losses and expenses reasonably incurred by the Customer arising as a direct result of any action or claim of infringement of Intellectual Property Rights of a third party as a direct result of the Intellectual Property Rights made available by Kasha to the Customer infringing the rights of a third party.
15.2 If any action or claim arises of the types referred to in clause 15.1, the Customer shall:
15.2.1 promptly notify Kasha in writing of the action or claim;
15.2.2 make no admissions or settlements of the action or claim without Kasha’s prior written consent;
15.2.3 give Kasha all information and assistance related to the action or claim that Kasha may reasonably require; and
15.2.4 allow Kasha complete control over the litigation and settlement of any action or claim.
15.3 In the defence or settlement of any claim, Kasha may procure the right for the Customer to continue using the Kasha Platform, Kasha Services, Documentation or Deliverables, replace or modify the Kasha Platform, Kasha Services, Documentation or Deliverables so that they become non-infringing or, if such remedies are not, in Kasha’s reasonable opinion commercially viable, terminate this Agreement on written notice to the Customer.
15.4 In no event shall Kasha be Liable to the Customer to the extent that the alleged infringement is based on:
15.4.1 a modification of the Kasha Platform, Kasha Services, Documentation or Deliverables by anyone other than Kasha;
15.4.2 the Customer's use of the Kasha Platform, Kasha Services, Documentation or Deliverables in a manner contrary to the instructions given to the Customer by Kasha;
15.4.3 the Customer’s use of any non-Kasha products, software, services or data;
15.4.4 the Customer Branding;
15.4.5 the Customer's failure to implement any update issued by Kasha; or
15.4.6 the Customer's use of the Kasha Platform, Kasha Services, Documentation or Deliverables after notice of the alleged or actual infringement from Kasha or any appropriate authority.
15.5 The foregoing and clause 14.5 state the Customer's sole and exclusive rights and remedies, and Kasha's entire obligations and Liability, for infringement of any Intellectual Property Rights in relation to the Kasha Platform, Kasha Services, Documentation and/or Deliverables.
16. Termination
16.1 Either party may terminate this Agreement by giving the other party at least one (1) month’s notice, such notice to expire at the end of the Current Term. Notice to terminate under this clause 16.1 may be given:
16.1.1 by the Customer, by:
(a) using the termination function on the Kasha Platform; or
(b) providing written notice to Kasha via email; and
16.1.2 by Kasha, in writing via email.
16.2 For the avoidance of doubt, where the Customer terminates the Agreement under clause 16.1, no refunds or credits will be issued for the remainder of the Current Term.
16.3 Where Kasha provides the Customer with a Trial, either party may terminate this Agreement at any time during the Trial, with immediate effect by giving the other party notice. Notice to terminate under this clause 16.3 may be given by the methods in clause 16.1.
16.4 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
16.4.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
16.4.2 the other party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of ten (10) Business Days after being notified in writing to do so; or
16.4.3 the other party is insolvent or causes an assignment for the benefit of its’ creditors or if a resolution is passed or an order is made for the winding up of the other party (otherwise than for the purpose of solvent amalgamation or reconstruction) or if the other party becomes subject to an administration order or a receiver or administrative receiver is appointed over or an encumbrancer takes possession of any of the other party’s property, or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events aforementioned.
16.5 On termination of this Agreement:
16.5.1 except for perpetual licences, all licences granted under this Agreement shall immediately terminate and the Customer shall cease all use of the Kasha Platform, Kasha Services, Deliverables and Documentation;
16.5.2 unless the Customer instructs Kasha in writing to export the Customer Data to the Customer (or its nominated replacement supplier) within 1 month of the termination of this Agreement and the parties have agreed Kasha’ fees for the export in writing where Kasha believes there is material work involved in the transfer, Kasha shall delete the Customer Data, except to the extent that Kasha is using such Customer Data for its own businesses purposes in line with clauses 9.2.2 and 11.1;
16.5.3 any rights, remedies, obligations or Liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
16.5.4 clauses which expressly or impliedly survive termination continue in force including clauses 11, 13, 14, 15 and 17.
16.6 If the Customer terminates this Agreement in compliance with clause 16.4.2, and the Customer has pre-paid Kasha for Kasha Services that have not been supplied or made available to the Customer at the point of termination, Kasha shall refund the Customer for such Kasha Services on a pro-rata basis.
17. General:
17.1 Notices. Unless otherwise provided for in this Agreement, any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service or email at its registered office (if a company) or its principal place of business (in any other case). Notices shall be deemed received when actually received. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
17.2 Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.3 Variation. Kasha may amend these Terms and Conditions, the Module-Specific Terms and the Pricing Schedule by posting revised versions of these documents on the Kasha Website. Where Kasha makes any material change to the Agreement it will endeavour to notify the Customer by email. The Customer’s continued use of the Kasha Platform and Kasha Services will constitute its acceptance of such variations.
17.4 Force Majeure. Kasha shall have no Liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Kasha or any other party), failure of a utility service or transport or telecommunications network, act of God, Covid-19, pandemic, endemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
17.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.6 Assignment. The Customer may not assign or otherwise transfer its rights or obligations under this Agreement to a third party without the prior written consent of Kasha. Kasha may assign or otherwise transfer its rights or obligations under this Agreement to a third party provided Kasha gives the Customer written notice of the proposed assignment or transfer. The Customer agrees to enter into any assignment or novation agreement reasonably proposed by Kasha to give effect to the proposed assignment or transfer.
17.7 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
17.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute one document.
17.9 Third party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.
17.10 Governing law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
17.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1 – Data Processing Agreement
Data Processing Agreement (“DPA”)
1. Definitions and Interpretation
1.1 In this DPA, the following terms have the following meanings:
Breach
any actual or reasonably suspected unauthorised acquisition, access, use, disclosure, loss, or modification of Customer Data processed by Kasha, or its sub processors, including any “personal data breach” in respect of Customer Data (as the term “personal data breach,” and similar terms are defined under Data Protection Laws).
Data Subject Rights Request
a communication from a data subject requesting to exercise their individual rights under Data Protection Laws.
“controller,” “data subject”, “process(ing),” “processor,” “personal data,” “personal data breach,” “special category data”.
shall have the meanings given to such terms in Data Protection Laws.
1.2 Unless otherwise defined in this DPA, expressions defined in the Terms and Conditions and used in this DPA have the meaning set out therein. The rules of interpretation set out in the Terms and Conditions apply to this DPA.
2. Appointment
2.1 With effect from the Effective Date, the Customer, as the controller, hereby appoints Kasha as its processor to process the Customer Data for the purposes and on the terms of this Agreement.
2.2 The Customer acknowledges its responsibility to provide all notices and obtain all consents needed for Kasha to process the Customer Data on the Customer’s behalf in accordance with Data Protection Laws.
2.3 In performing the Kasha Services, Kasha will process Customer Data, and is hereby authorised to process Customer Data, on the Customer’s behalf as set forth in the Agreement and this DPA, and in accordance with Data Protection Laws.
3. Data types and processing purposes
3.1 The Customer retains control of the Customer Data and remains responsible for its compliance obligations under the applicable Data Protection Laws, and for the processing instructions it gives to Kasha.
3.2 The subject matter and duration of the processing, the nature and purpose of the processing, the types of Customer Data and the categories of data subjects are set out in Annex 1.
4. Kasha’ obligations
4.1 Kasha shall, where Kasha processes the Customer Data on the Customer’s behalf:
4.1.1 process the Customer Data only for the purpose of this Agreement, as permitted by this Agreement, and on the documented instructions of the Customer, unless Kasha is required by Applicable Laws to otherwise process that Customer Data;
4.1.2 inform the Customer if, in the opinion of Kasha, the instructions of the Customer infringe Data Protection Laws;
4.1.3 not retain, use, disclose, or otherwise process Customer Data outside of the direct business relationship between Kasha and the Customer, including by: (i) combining, amending, or supplementing Customer Data with personal information received from another source; or (ii) using Customer Data for Kasha’ commercial purposes;
4.1.4 implement appropriate technical and organisational measures to protect against the unauthorised or unlawful processing of the Customer Data and against accidental loss or destruction of, or damage to, the Customer Data as per the Data Protection Laws. . It is acknowledged that the technical and organisational measures will be subject to technical progress, development and improvements for the protection of Customer Data and any such measures shall automatically apply hereto. Kasha will not materially decrease the overall security of the Kasha Platform or Kasha Services with respect to processing of Customer Data;
4.1.5 ensure that any personnel engaged and authorised by Kasha to process the Customer Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
4.1.6 Assistance and Co-operation:
(a) assist the Customer where reasonably practicable, and at the Customer's reasonable cost and written request, in responding to any request from a data subject including but not limited to: (i) identifying, retrieving, deleting, and rectifying Customer Data in response to a Data Subject Rights Requests submitted to the Customer, and (ii) ensuring the Customer's compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, conducting and documenting data protection assessments and privacy impact assessments and any other assessment required by Data Protection Laws;
(b) not respond to any Data Subject Rights Requests concerning Customer Data unless expressly instructed to do so by the Customer. Should Kasha receive a Data Subject Rights Request from a data subject applicable to Customer Data, Kasha shall inform the data subject that it cannot act on such requests because the request was sent to a “processor” and shall immediately redirect the Data Subject Rights Requests to the Customer;
(c) if the Customer requests that Kasha delete Customer Data, within five (5) Business Days, notify its own sub-processors to delete immediately all Customer Data identified by the Customer, to the extent that such Customer Data has been collected and retained by such sub-processors, unless retention of the Customer Data is required by law in which case retention shall be only for so long as for such purposes as required by Applicable Law and shall remain subject to this DPA;
4.1.7 Breach:
(a) notify the Customer without undue delay, and within a maximum of forty-eight (48) hours, on becoming aware of a Breach involving the Customer Data;
(b) investigate the Breach and take reasonable measures to identify its root cause(s) and, where such Breach is caused by Kasha or its sub processor, take steps to mitigate, remediate the effects of the Breach, and to prevent a similar Breach from occurring. As information is collected or otherwise becomes available, to the extent legally permitted, Kasha will provide the Customer with a description of the Breach, the type of the Customer Data to which the Breach relates, and other information the Customer may reasonably request concerning the affected data subject(s) where such information is available to Kasha;
(c) not (and shall ensure its sub processors shall not) notify any third party (including any regulatory authority or individual) of any Breach relating to Customer Data without first obtaining the Customer’s prior written consent (except where required by Applicable Laws). Further, unless otherwise required by Applicable Laws, Kasha agrees that the Customer shall have the sole right to determine: (i) whether notice of a Breach relating to Customer Data is to be provided to any individuals, regulators, law enforcement agencies, or others; and (ii) the form and contents of such notice;
4.1.8 upon written request from the Customer, and in any event following the termination of the Agreement, securely delete or return Customer Data to the Customer and delete existing copies at the end of the provision of the Kasha Services, unless retention of the Customer Data is required by Applicable Laws in which case retention shall only be for so long and for such purposes as required by Applicable Laws and shall remain subject to this DPA. Upon request, Kasha shall provide the Customer with a certification of destruction executed by an officer of Kasha; and
4.1.9 maintain records to demonstrate its compliance with this clause and allow for reasonable audits by the Customer or the Customer's designated auditor, for this purpose, on reasonable written notice, and the Customer acknowledges that such audit requirements may be satisfied by Kasha providing an independent third party report certifying its compliance with Data Protection Laws.
4.2 Kasha certifies that it understands the requirements and restrictions set forth in this DPA and will comply with them. Kasha represents and agrees that it is, and will maintain its status as, a processor under all Data Protection Laws and will comply with its obligations under the Data Protection Laws, the Agreement, and this DPA. Kasha will ensure a level of privacy protection that may be required under Data Protections Laws.
4.3 Kasha will promptly, but in no event later than 5 days from the date of such determination, inform the Customer if, in its determination, it can no longer meet its obligations under Data Protection Laws. Kasha is not entitled to condition the full and unlimited compliance with the Customer’s instructions on payment of outstanding invoices, and Kasha has no right of retention over Customer Data.
4.4 Kasha hereby grants the Customer the right to take reasonable and appropriate steps to stop and remediate Kasha’ unauthorised use of Customer Data. Such rights include but are not limited to the right to mandate the temporary or permanent cessation of processing of Customer Data, the right to demand deletion or destruction of Customer Data at any time, and right to require Kasha to notify any third party to whom Kasha has sold, shared, or disclosed Customer Data without authorisation to delete or return such Customer Data.
4.5 Notwithstanding any provision to the contrary and in addition to any other obligations set forth herein, if Customer Data includes sensitive personal information / data, Kasha agrees to comply with (and to provide reasonable assistance to Customer to comply with) Data Protection Laws and Customer’s reasonable policies and procedures governing sensitive personal information/data that are subject to heightened legal requirements where Kasha has agreed to comply with such policies in writing.
5. Sub-processors
5.1 The Customer provides its prior general authorisation for Kasha to delegate the processing of the Customer Data to its sub-processors, provided that Kasha:
5.1.1 shall ensure the terms on which it appoints such sub-processors comply with Data Protection Laws, and are consistent with the obligations imposed on Kasha in this DPA; and
5.1.2 shall remain responsible for the acts and omission of any such sub-processor as if they were the acts and omissions of Kasha.
5.2 The list of Kasha’s current sub-processors is set out on the Kasha Website. Kasha shall provide the Customer with notification of new sub-processor(s) at least thirty (30) days before authorising such new sub-processor(s) to process Customer Data in connection with the provision of the applicable services by updating the list of sub-processors on the Kasha Website, and the Customer shall have the right to reasonably object within 10 days of such notification, provided such objections are limited to non-compliance with Data Protection Laws. It is the Customer’s responsibility to check the Kasha Website regularly for such updates. If objected to by the Customer, then, Kasha will use commercially reasonable efforts to make available to the Customer a change in the services or recommend a commercially reasonable change to the Customer’s configuration or use of the services to avoid the processing of Customer Data by the objected to new sub-processor without unreasonably burdening the Customer.
6. Location of Processing, International transfers of data
6.1 The Customer provides its prior general authorisation for Kasha to transfer the Customer Data internationally, provided that Kasha shall ensure that all such transfers are carried out in accordance with Data Protection Laws.
6.2 The Parties shall enter into any trans-border data flow agreements as may be required under the applicable Data Protection Law, and to maintain such additional trans-border data flow agreement (with any updates and amendments as may be required to reflect changes in the applicable Data Protection Law, and/or in any other transfer mechanism required under the applicable Data Protection Law) for the entire period during which Customer Data is Processed by Kasha.
7. Disclosure of DPA. As required or upon request, Kasha acknowledges that the Customer may provide a summary or copy of this DPA to any supervisory authority or governmental authority.
8. Choice of Law and Jurisdiction. This DPA shall be governed by the Agreement's governing law and jurisdiction provisions, unless applicable Data Protection Law requires otherwise.
Annex 1
Scope and purpose: To carry out the obligations under this Agreement and supply the Kasha Platform and the Kasha Services.
Duration: The duration of this Agreement plus a reasonable period afterwards to allow the Customer Data to be anonymised or deleted and as per Customer’s documented instructions (if any).
Nature: The receipt, hosting, using, accessing, transferring, anonymisation and deletion of the Customer Data.
Types of data: Customer Data related to individuals involved in the Customer’s use of the Kasha Platform and / or Kasha Services including their names and details of work undertaken. Customer Data related to individuals that the Customer contracts with, including its employees and clients, such as their names, contact details and photo identity. This includes:
· Identity Data including the Customer or the Authorised Users’ first name and surname.
· Contact Data including the Customer or the Authorised Users’ billing address, delivery address, email address, and telephone numbers.
· Business Data including the name of the Customer and Authorised Users’, the Authorised Users’ own position, department and business ID numbers.
· Personal Verification Data including passport / ID, and proof of address where required of the Customer and the Authorised Users.
· Financial Data including bank account and payment card details of the Customer and Authorised Users.
· Transactional Data including information about Kasha’s business dealings, transactions and interactions with the Customer.
· Technical Data including the Authorised Users’ IP addresses and passwords when they visit or engage with the Kasha Platform or Kasha Services.
· Usage Data including information about how the Customer or Authorised Users use or search the Kasha Platform and Kasha Services including any user preferences and notes.
· Content Data including website content such as text, images and videos uploaded by the Customer or Authorised Users.
· Survey Data including data from surveys that Kasha may, from time to time, run on the Kasha Platform and Kasha Services for research purposes, if the Customer or Authorised Users choose to respond to, or participate in, them.
· Marketing and Communications Data including the Customer’s or Authorised Users’ preferences in receiving marketing from Kasha, the Customer’s or Authorised Users’ communication preferences and their language settings.
Customer Client Data including Customer Client Identity Data, Contact Data, Business Data, Personal Verification Data, Financial Data, Transactional Data, Technical Data, Usage Data, as described in this section.
Categories of data subjects:
· The individuals involved in the Customer’s use of the Kasha Platform and/or Kasha Services;
· The Customer Clients; and
· The individuals employed or engaged by the Customer.
Schedule 2 – Module-Specific Terms
Part 1 – Company Formation Module
1. Definitions
1.1 The following definitions apply in this Schedule 2 Part 1:
“Company”
the company formed by the Company Formation Services.
“Company Formation API Plugin”
the application programming interface provided by the Company Formation Services which assists the Customer in submitting the Company Registration Form(s) to the Incorporation Authorities.
“Company Formation Documentation”
the documentation provided by the Customer to Kasha in respect of the Company to assist in incorporating the Company.
“Company Formation Information”
information about the Company provided by the Customer including information about the initial shareholders, directors and persons with significant control, the Customer’s company accounting reference date, the nominal value of its shares, and any other necessary information for the formation of the Company.
“Company Formation Services”
the Kasha Services supplied under this Part 1 of Schedule 2 by which Kasha facilitates the formation of the Company for the Customer.
“Company Registration Form(s)”
the official application(s) used to register the Company which in the United Kingdom is Form IN01 (or such form(s) as may replace Form IN01 from time to time).
“Incorporation Authorities”
the relevant government or regulatory bodies responsible for Company registration which in the United Kingdom is Companies House (or such body as may replace Companies House from time to time).
1.2 Unless otherwise defined in this Schedule 2 Part 1, expressions defined in the body of the Terms and Conditions (or the other Schedules) and used in this Schedule 2 Part 1 have the meaning set out in the body of the Terms and Conditions (or the other Schedules).
2. Specification
2.1 Kasha shall ensure that the Company Formation Services are designed to operate in accordance with this Agreement in all material respects. For the avoidance of doubt, the Company Formation API Plugin is operated, held and maintained by Incorporation Authorities, and Kasha shall not be responsible for the availability, performance, accuracy or reliability of the Company Formation API Plugin or any data received from it.
2.2 It is the Customer’s responsibility to use the Company Formation Services to incorporate the Company.
3. Service Process
3.1 Kasha agrees to provide the Customer with the Company Formation Services.
3.2 The Customer shall incorporate the Company by way of the Company Formation API Plugin and submit any applicable information and documentation to the Incorporation Authorities.
3.3 The Company Formation Services are completed once the Company is incorporated.
4. Timeframe
4.1 Kasha is not responsible for the timeframes in which the Company Formation Services are completed.
5. Customer Obligations
5.1 The Customer is responsible for submitting the Company Registration Form, Company Formation Information, Company Formation Documentation and other information and materials required directly to the Incorporation Authorities using the Company Formation API Plugin provided as part of the Company Formation Services.
5.2 If the application to incorporate the Company is declined by the Incorporation Authorities:
5.2.1 the Customer shall co-operate with Incorporation Authorities to resolve the issues that caused the application to be declined; and
5.2.2 provided the application is not declined due to the acts or omissions of Kasha, Kasha may charge the Customer additional fees at Kasha’s then prevailing rates for any additional work carried out by Kasha to resolve the issues that caused the application to be declined.
5.3 If the Customer does not comply with its obligations related to the Company Formation Services, Kasha may charge the Customer additional fees at its then prevailing rates for any additional work carried out by Kasha as a result or Kasha may terminate its’ obligation to supply the Company Formation Services by giving the Customer written notice and the Customer remains liable to pay Kasha the Fees for the Company Formation Services in full.
6. Fees and Payment
6.1 The Customer shall pay Kasha the Add-On Fees, if applicable in line with their Plan, associated with the Company Formation Services as set out in the Pricing Schedule in advance of the commencement of the Company Formation Services.
Part 2 - Website Builder Module
1. Definitions
1.1 The following definitions apply in this Schedule 2 Part 2:
“Customer E-Commerce Sale”
an e-commerce sale of the Customer’s goods and/or services completed on the Customer Website.
“Customer Materials”
all data, information, content and other materials supplied by (or on behalf of) the Customer for the purposes of creating the Customer Website using the Website Builder Services (including the Customer Branding).
“Customer Website”
any website created by the Customer using the Website Builder Services.
“Domain Name”
the domain name chosen by the Customer for the Customer Website.
“Gen-AI Models”
the generative artificial intelligence models used by the Kasha Platform and Kasha Services to assist with website development, content creation, and design features for the Customer Website.
“Hosting Services”
as defined in clause 6.1 of this Schedule 2 Part 2.
“HSP”
the hosting services provider selected by Kasha from time to time.
“Registry”
the registry for the Domain Name selected by Kasha from time to time.
“Start Plan”
a Plan the Customer can pay for in line with the Pricing Schedule, that gives the Customer access to the Kasha Platform and Kasha Services.
“Website Builder Services”
the Kasha Services supplied under this Part 2 of Schedule 2 which enable the Customer to build the Customer Website.
1.2 Unless otherwise defined in this Schedule 2 Part 2, expressions defined in the body of the Terms and Conditions (or the other Schedules) and used in this Schedule 2 Part 2 have the meaning set out in the body of the Terms and Conditions (or the other Schedules).
2. Specification
2.1 Kasha shall ensure that the Website Builder Services are designed to operate in accordance with this Agreement in all material respects.
3. Development of Customer Website
3.1 The Customer acknowledges and agrees that the Website Builder Services operate on Gen-AI Models supplied by third parties and Kasha does not guarantee that the Customer Website will meet the Customer’s specific requirements, expectations or industry standards.
3.2 Kasha shall have no obligation to provide custom development to the Customer Website.
4. Domain Name
4.1 Kasha shall be responsible for registering, and maintaining the registration of, the Domain Name for the Customer Website with the Registry.
4.2 For Customers on a Start Plan, the Domain Name will be a subdomain of a domain owned and managed by Kasha (e.g. [Customername].Kasha.io).
4.3 For Customers not on a Start Plan, the Domain Name will be a standard domain (e.g. .com, .co.uk) registered specifically for the Customer.
4.4 It is the Customer’s responsibility to select a Domain Name which can be registered by the Registry and is not being used by any third parties. If the Registry rejects the application to register the Domain Name, or cancels the registration of the Domain Name, the Customer shall make the appropriate adjustments to the Domain Name to achieve or maintain registration.
4.5 Kasha shall be the registrant for the Domain Name and shall retain ownership of the Domain Name unless:
4.5.1 upon termination of this Agreement, the Customer requests a transfer of ownership and pays the applicable fee as agreed in writing between the parties; or
4.5.2 the parties otherwise agree in writing to transfer ownership of the Domain Name.
4.6 The Customer shall reimburse Kasha for all costs incurred by Kasha in registering, and maintaining the registration of, the Domain Name.
4.7 Kasha shall not be Liable for any matters related to third parties in respect of the Domain Name, including any allegations or claims made by third parties that the Domain Name infringes their rights.
5. Hosting
5.1 Kasha shall be responsible for hosting the Customer Website as part of the Website Builder Services (“Hosting Services”).
5.2 Kasha may provide the Hosting Services using infrastructure and services supplied by HSPs selected by Kasha.
5.3 The Customer:
5.3.1 shall comply with any terms and conditions of HSP provided by Kasha on the Kasha Website; and
5.3.2 whilst Kasha will enforce its contractual rights against the HSP under the HSP terms and conditions where Kasha deems appropriate, Kasha shall not be Liable for the services provided by the HSPs, or for their performance or availability, or for the acts, omissions or failures of the HSP.
6. Customer obligations and usage restrictions
6.1 The Customer shall only develop the Customer Website under this Agreement using the Gen-AI Models and other tools and functionalities made available by the Kasha Platform and Kasha Services.
6.2 The Customer shall not attempt to copy, modify, develop or repair the Customer Website without Kasha’s written consent.
6.3 The Customer shall comply with any third-party terms and conditions applicable to the use of the Website Builder Services which are made available by Kasha to the Customer, including the terms and conditions for the Gen-AI Models that are used by the Website Builder Services, and the Customer is deemed to accept all the third-party terms and conditions by using the Website Builder Services. These terms and conditions can be found on the Kasha Website at [INSERT LINK].
7. Liability and disclaimers
7.1 As it is the Customer’s responsibility to use the Website Builder Services to build the Customer Website, Kasha shall not be responsible or Liable for the Customer Website built by (or on behalf of) the Customer using the Website Builder Services.
7.2 Without prejudice to clause 7.1 of this Schedule 2 Part 2:
7.2.1 Kasha does not guarantee the Website Builder Service’s or Customer Website’s compatibility with third-party code, integrations, or plugins unless expressly stated by Kasha in writing;
7.2.2 Kasha does not guarantee that the Customer Website will not contain third party or open-source code or that, where it does contain third-party or open-source code, that its use in the Customer Website will not infringe the rights of third parties; and
7.2.3 Kasha does not guarantee that the Customer Website will not infringe the rights of third parties.
7.3 The Customer acknowledges and agrees that because the Website Builder Services operate on Gen-AI Models:
7.3.1 all Customer Materials provided by (or on behalf of) the Customer for use with the Website Builder Services will be subject to the terms and conditions applicable to the Gen-AI Models, which the Customer is deemed to accept by using the Website Builder Services; and
7.3.2 Kasha is not responsible for the acts or omissions of the Gen-AI Models, or the providers of the Gen-AI Models, including their use of the Customer Materials.
8. Intellectual property rights
8.1 Kasha shall retain full ownership of the Intellectual Property Rights in and to the Customer Website, including any content, designs, code, and any other materials created or generated through the use of the Website Builder Services (excluding the Customer Materials), unless otherwise agreed by both parties in writing.
8.2 Kasha grants the Customer a non-exclusive, royalty-free, non-transferrable licence to use the Customer Website for its internal business purposes during the Term.
8.3 The Intellectual Property Rights in the Customer Materials shall belong to the Customer and are licensed to Kasha under this Agreement to create the Customer Website using the Website Builder Services and to perform its obligations under this Schedule 2 Part 2. The Customer warrants that Kasha (and its sub-contactors’) use of the Customer Materials for the purposes of this Agreement will not infringe the rights of any third party.
8.4 The Customer acknowledges that they have no claim to ownership of the Intellectual Property Rights in and to the Customer Website, or any part thereof, except as expressly provided in this Agreement.
8.5 Upon termination of this Agreement, the Customer shall immediately cease use of and return the Customer Website to Kasha, including all copies, backups, and any other materials related to the Customer Website (excluding the Customer Materials).
8.6 The Customer shall not retain any copies of the Customer Website, or any content, data, or materials generated or associated with it (except the Customer Materials), without the prior written consent of Kasha.
9. Fees and Payment
9.1 The Customer shall pay to Kasha a percentage of each Customer E-Commerce Sale, with a minimum fee, as set out in the Pricing Schedule. This percentage shall be applied and charged automatically at the time of each transaction and shall be classed as a Module-Specific Transaction Fee.
9.2 The Customer shall ensure that Kasha has real-time access to data relating to all Customer E-Commerce Sales made through the Customer Website, and warrants that such data is accurate and complete in all respects.
9.3 For audit and reconciliation purposes, the Customer shall, by the tenth day of each month, provide Kasha with a monthly report detailing all Customer E-Commerce Sales from the previous month.
Part 3 – Customer Relationship Management Module
1. Definitions
1.1 The following definitions apply in this Schedule 2 Part 3:
“Automations”
as defined in clause 4.1 of this Schedule 2 Part 3.
“CRM Fee”
the fee payable to the Customer for a booking made by, or a sale made to, a Customer Client to access or use the Customer's products or services where such booking or sale is received or entered into the CRM Services.
“CRM Services”
the Kasha Services supplied under this Part 3 of Schedule 2 which allow the Customer to manage Customer Clients.
“Integrations”
As defined in clause 3.1 of this Schedule 2 Part 3.
1.2 Unless otherwise defined in this Schedule 2 Part 3, expressions defined in the body of the Terms and Conditions (or the other Schedules) and used in this Schedule 2 Part 3 have the meaning set out in the body of the Terms and Conditions (or the other Schedules).
2. Specification
2.1 Kasha shall ensure that the CRM Services are designed to operate in accordance with this Agreement in all material respects.
3. Integrations
3.1 The CRM Services may include integrations with third-party services (“Integrations”), such as:
3.1.1 e-mail services;
3.1.2 social media platforms; and
3.1.3 other software-as-a-service tools for sales, marketing, or communication purposes.
3.2 The Customer acknowledges that:
3.2.1 Kasha is not responsible or Liable for the availability, functionality or security of any Integrations;
3.2.2 the Customer must ensure it complies with the terms of use for any Integrations; and
3.2.3 Kasha may modify or discontinue Integrations at its discretion provided that the CRM Services operate in accordance with this Agreement in all material respects.
4. Automatic processes
4.1 The CRM Services may enable the Customer to automate certain processes (“Automations”), including but not limited to:
4.1.1 E-mail sequences;
4.1.2 Automated reminders; and
4.1.3 Other automated customer engagement processes.
4.2 The Customer acknowledges and agrees that:
4.2.1 Kasha is not responsible or Liable for errors or inaccuracies arising from Automations configured by (or on behalf of) the Customer; and
4.2.2 the Customer is solely responsible for ensuring that the Automations comply with applicable marketing, consumer protection laws, and Data Protection Laws.
5. Liability and disclaimers
5.1 The Customer is solely responsible for its use of the CRM Services, including for obtaining and maintaining all notices, permissions and consents for its’ use of the Customer Data within the CRM Services. Kasha shall not be responsible or Liable for such matters related to the Customer’s use of the CRM Services.
6. Fees and Payment
6.1 The Customer shall pay Kasha a percentage of the CRM Fees received from Customer Clients, as set out in the Pricing Schedule, such fee to be classed as a Module-Specific Transaction Fee.
6.2 Where the CRM Fee is paid to the Customer at the time of the transaction:
6.2.1 the percentage due to Kasha shall be applied and charged automatically at the time of each transaction;
6.2.2 the Customer shall ensure that Kasha has real-time access to data relating to all CRM Fees made through the Customer Relationship Management Module, and warrants that such data is accurate and complete in all respects; and
6.2.3 for audit and reconciliation purposes, the Customer shall, by the tenth day of each month, provide Kasha with a monthly report detailing all CRM Fees from the previous month.
6.3 Where the CRM Fee is not paid to the Customer at the time of the transaction:
6.3.1 by the tenth day of each month, the Customer shall provide Kasha with a monthly report detailing all CRM Fees from the previous month, which the Customer warrants is accurate and complete in all respects; and
6.3.2 Kasha shall invoice the Customer for the Module-Specific Transaction Fee monthly in arrears based on the automated report and the Customer shall pay Kasha’s invoice under clause10.5 of the Terms and Conditions
Part 4 – Template Contracts Module
1. Definitions
1.1 The following definitions apply in this Schedule 2 Part 4:
“Template Contracts”
the standard form contract templates made available to the Customer as part of the Template Contracts Service.
“Template Contracts Service”
the Kasha Services supplied under this Part 4 of Schedule 2 which allow the Customer to access the Template Contracts.
1.2 Unless otherwise defined in this Schedule 2 Part 4, expressions defined in the body of the Terms and Conditions (or the other Schedules) and used in this Schedule 2 Part 4 have the meaning set out in the body of the Terms and Conditions (or the other Schedules).
2. Specification
2.1 Kasha shall ensure that the Template Contracts Service is designed to operate in accordance with this Agreement in all material respects.
3. Provision of Template Contracts
3.1 The Customer acknowledges that:
3.1.1 the Template Contracts are provided on an “as-is” basis without any guarantee that they are suitable for the Customer’s specific business, industry, or legal requirements;
3.1.2 the Template Contracts may be updated or replaced at Kasha’s discretion, and it is the Customer’s responsibility to ensure they are using the most up-to-date version; and
3.1.3 Kasha does not give any assurances that the Template Contracts are up to date with current law and best practice.
4. Customisation
4.1 Kasha does not offer any customisation or legal drafting services in relation to the Template Contracts.
4.2 The Customer is solely responsible for:
4.2.1 reviewing the Template Contracts to ensure they are appropriate for its intended use;
4.2.2 making any necessary amendments to the Template Contracts to suit its specific business needs; and
4.2.3 obtaining independent legal advice before relying on any Template Contracts.
5. Liability and Disclaimers
5.1 The Customer acknowledges and agrees that:
5.1.1 Kasha is not a law firm, does not provide legal services, and does not hold itself out as providing legal advice;
5.1.2 the Template Contracts are provided for general information purposes only and are not a substitute for legal advice; and
5.1.3 the Customer’s use of the Template Contracts is at its own risk, and Kasha shall have no Liability for any losses, claims, or disputes arising from the Customer’s use of, or reliance on, the Template Contracts.
6. Fees and Payment
6.1 The Customer shall pay Kasha the Add-On Fees associated with the Template Contracts and Template Contracts Service on an ad hoc basis as set out in the Pricing Schedule in advance of receipt of a Template Contract.
Part 5 – Merchant Services Module
1. Definitions
1.1 The following definitions apply in this Schedule 2 Part 5:
“Adyen”
as defined in clause 3.4 below.
“Card Scheme Rules”
the comprehensive set of operational guidelines, technical standards, and business requirements established by payment card networks (also known as card schemes) such as Visa, Mastercard, American Express, Discover, and others (the “Card Schemes”).
“Merchant Acquirer”
the third-party service provider engaged to acquire payments transactions for the Customer acting as merchant which result in a transfer of funds to the Customer.
“Merchant Acquirer Agreement”
as defined in clause 3.3 below.
“Merchant Service”
the Kasha Services supplied under this Part 5 of Schedule 2 by the Merchant Service Provider.
“Merchant Service Provider”
Adyen.
1.2 Unless otherwise defined in this Schedule 2 Part 5, expressions defined in the body of the Terms and Conditions (or the other Schedules) and used in this Schedule 2 Part 5 have the meaning set out in the body of the Terms and Conditions (or the other Schedules).
2. Specification
2.1 Kasha shall ensure that the Merchant Service is designed to operate in accordance with this Agreement in all material respects.
3. Merchant Services
3.1 The Kasha Platform and the Kasha Services are designed to integrate with the Merchant Acquirer (and the Payment Processor) to enable the Customer to accept payments from the Customer Clients (Merchant Acquiring).
3.2 Kasha may share information provided by the Customer under clause 9.1.1(c) of the Terms and Conditions with the Merchant Acquirer.
3.3 The Customer must maintain a valid account with the Merchant Acquirer to receive funds.
3.4 In order to receive the Merchant Acquirer services, the Customer must accept the terms of the agreement with the Merchant Acquirer at Annex 1 below (“Merchant Acquiring Agreement”). The Customer accepts that, upon the opening of an account with the Merchant Acquirer for a Customer, Kasha acting as the Customer’s agent will enter into the Merchant Acquiring Agreement in this Schedule 2 Part 5, on the Customer’s behalf and the Customer shall become a party to the legally binding Merchant Acquiring Agreement with the Merchant Acquirer (in which the Customer is identified as “Merchant”).
3.5 The Merchant Acquiring Agreement is with Adyen N.V., a company registered in Amsterdam under number 34259528 and having its seat at Simon Carmiggeltstraat 6-50, 1011 DJ in Amsterdam, the Netherlands and/or any of its local affiliates (each separately and together referred to as “Adyen”) where required for the provision of services in accordance with local laws and Scheme Rules. Adyen operates in the United Kingdom with its London Branch office at 12-13 Wells Mews, London W1T 3HE, United Kingdom. Adyen is a bank authorised by the Prudential Regulation Authority and Financial Conduct Authority (FCA register reference 779800).
3.6 In connection with the Merchant Acquiring service, the Customer hereby authorizes and appoints Kasha as its agent to instruct the Merchant Acquirer regarding the timing, method, and manner of settlement to the Customer of all payments processed through the Merchant Acquirer. The Customer acknowledges and agrees that the Merchant Acquirer may rely upon such instructions from Kasha without further verification or confirmation from the Customer, and that such instructions shall be binding upon the Customer as if directly issued by the Customer to the Merchant Acquirer.
4. Appointment of New Service Providers or In-Sourcing
4.1 Kasha may, at its discretion appoint additional Merchant Service Provider(s).
4.2 Kasha may also, at its discretion and upon providing two (2) months prior written notice to the Customer, appoint alternative Merchant Service Provider(s) or elect to in-source any of the services currently provided by third-party providers.
4.3 Any such appointment or in-sourcing shall be subject to compliance with the relevant amendment provisions set forth in this Agreement and obligations in clause 5.2 of the DPA in relation to changes to sub-processors.
4.4 The Customer acknowledges that such changes may require its reasonable cooperation in updating payment details, technical configurations, or other operational matters, which the Customer shall not unreasonably withhold or delay.
5. Liability
5.1 In the event of any service deficiencies or disruptions in the Merchant Service, the Customer's remedies shall be sought directly from the Merchant Service Provider(s) and not Kasha. Kasha bears no Liability for the Merchant Service Provider(s)’ performance, availability, or service quality.
5.2 The Customer shall indemnify Kasha, its Affiliates, and its Personnel (the “Indemnified Persons”) in respect of any and all losses, demands, Liability, causes of action, claims, judgments, costs (including the costs of enforcement), and expenses (including legal expenses on an indemnity basis) incurred or sustained by the Indemnified Persons arising from or in connection with any claim by any third party relating to your use of the Merchant Service except to the extent the claim is due to Kasha’s fraud, negligence or breach of the Agreement, including without limitation:
5.2.1 any non-compliance by you with Applicable Law or the Card Scheme Rules (expressly including any fines imposed by the Card Schemes or by regulatory authorities on Kasha as a result of such non-compliance);
5.2.2 the Customer’s breach of the terms of its agreement(s) with Merchant Service provider(s);
5.2.3 all disputed or unauthorised payment transactions executed on the Customer’s accounts (unless the Customer is not Liable by reason of Applicable Law); and
5.2.4 all negative balances, chargebacks (and reversed chargebacks), bank indemnities or refunds arising from the Customer’s use of its accounts or Business Debit Cards.
6. Fees and Charges
6.1 The Customer acknowledges that the Payment Processor and the Merchant Acquirer may apply fees for transactions which shall be the responsibility of the Customer.
6.2 Kasha may charge additional platform fees for enabling and maintaining the Merchant Service. Such fees shall be detailed in the applicable Pricing Schedule.
6.3 The Customer shall pay to Kasha certain fees in respect of the Merchant Service, as set out in the Pricing Schedule, such fees to be classed as Module-Specific Transaction Fees. These may include:
6.3.1 receipt and sending of wire transfers;
6.3.2 personal transactions;
6.3.3 ATM transactions;
6.3.4 online transactions; and
6.3.5 in-person transactions.
6.4 A monthly automated report detailing all transactions from the previous month for which the Module-Specific Transaction Fees are due under this Schedule 2 Part 5 shall be generated and delivered to Kasha by the tenth day of each month. Kasha shall invoice the Customer for the Module-Specific Transaction Fees monthly in arrears based on the automated report and the Customer shall pay Kasha’s invoice under clause10.5 of the Terms and Conditions.
Merchant Acquirer Agreement
Adyen for Platforms Terms & Conditions
Payment processing services (Global)
Definitions
In these Terms & Conditions, the following definitions shall apply:
3D Secure
The “Three-Domain Secure” protocol developed by Visa International Inc. (“Visa”) branded as “Verified by Visa” and “Mastercard SecureCode” developed by Mastercard International Inc. (“Mastercard”), including successive versions thereof and any amendments thereto.
Acquirer / Acquiring Bank
A financial institution that is authorised by a Scheme Owner to enable the use of a Payment Methods by accepting Transactions from Merchants on behalf of the Scheme Owners, routing these to the Scheme Owners or Issuing Banks and collecting and settling the resulting funds to the Merchant.
Acquiring Services
Use of a Payment Method via Processor where Processor acts as the Acquirer or Processor contracts with the relevant third party Acquirer to enable the use by Merchant of such Payment Method.
Authorisation
The process whereby a shopper (or Merchant on shopper’s behalf) requests permission for a Payment Method to be used for a particular purchase of Merchant’s Service or Product.
Capture Period
The period in which an Authorised Transaction can be Captured. The Capture Period varies per Payment Method.
Capturing
The confirmation by the Merchant to the Acquirer that a Transaction for which it received an Authorisation is to be executed and the Account of the shopper is to be actually charged for the Transaction. “Capture” and “Captured” shall have the corresponding meanings.
Card
Any form of Credit Card or Debit Card, which may be used by a shopper to carry out a Transaction on such shopper’s Card account.
Card Scheme
Visa, Mastercard or comparable parties providing Cards.
Card Verification Method / CVM Code
The 3- or 4-digit numeric code that is printed on a Card. This code is known as: for Visa: CVV2; for Mastercard: CVC2; for American Express: CID. Collectively referred to as CVM Code.
Cardholder
Any person who is issued a Card and possesses and uses a Card and, where required on the Card, whose signature appears on the Card as an authorised user.
Chargeback
A Transaction which is successfully charged back on request of the shopper or the Issuer pursuant to the relevant Scheme Rules resulting in a cancellation of a Transaction in respect of which a Merchant has been paid or was due to be paid. If a Chargeback occurs for a Transaction in respect of which Merchant already received Settlement of the related funds, this results in the unconditional obligation for the Merchant to immediately return the Settled funds to Processor, to enable Processor to return such funds to the Scheme Owner or Acquirer.
Delivery Date
The date on which the complete Merchant Products and Services is delivered to the shopper who paid for the corresponding Transaction.
Fine
Any fine, uplifted service fee or other additional payment as imposed by the Scheme Owners and/or Acquirers to the Merchant and/or Processor, as a result of situations such as, but not limited to, breach of Scheme Rules by the Merchant or caused by the Merchant, excessive Fraud levels or excessive Chargeback levels.
Fraud Control Tool
The fraud control tool set made available by Processor as part of the Services, which assigns a fraud score to Transactions indicating the likelihood of the Transaction being fraudulent and enables Marketplace (on behalf of the Merchant) to automatically reject Transaction based on threshold values set by Marketplace on behalf of the Merchant.
Issuer/ Issuing Bank
An institution that issues Payment Methods to the shopper and whose name appears on the Card or bank account statement as the Issuer or who enters into a contractual relationship with the shopper with respect to the Payment Method.
Marketplace
The marketplace offering the Marketplace Platform through which the Merchant connects with shoppers.
Marketplace Platform
The e-commerce platform made available by Marketplace for use by Merchant.
Merchant
The party entering into a Merchant Agreement with Processor and for which Processor processes Transactions related to the Merchant Products and Services of the Merchant.
Merchant Agreement
These Terms and Conditions as agreed to in the application process as well as the terms of any other documents agreed or referred to in the application process (including Processor’s Prohibited and Restricted Products and Services List (available on https://www.adyen.com/legal/list-restricted-prohibited) that comprise the agreement entered into between Processor and the Merchant for the provision of the Services to Merchant, including all Schedules and other documents appended thereto by reference.
Merchant Products and Services
The products/services which the Merchant is selling and for which Transactions are processed.
Order Currency
The Currency in which the Transaction is originally offered to the shopper.
Payment Currency
The Currency in which a Transaction is processed.
Payment Details
The information which makes up a Transaction message which needs to be submitted to the Payment Interface to enable the processing of the Transaction by Processor and to perform fraud checks, including details regarding the Card, the shopper, relevant authentication details and the payment amount.
Payment Interface
An electronic connection method provided by Processor to Marketplace and/or the Merchant for providing the Payment Details for individual Transactions allowing
Processor to provide its Services with respect thereto.
Payment Method
A method of enabling payments by shoppers to Merchants such as Cards, online and offline bank transfers and direct debits offered by the Scheme Owners.
Processor
Adyen N.V., a company registered in Amsterdam under number 34259528 and having its seat at Simon Carmiggeltstraat 6-50, 1011 DJ in Amsterdam, the Netherlands and/or any of its local affiliates (each separately and together referred to as “Adyen”) where required for the provision of Services in accordance with local laws and Scheme Rules as further provided below. Processor does not require local affiliates in the European Union. Processor operates in the United Kingdom with its London Branch office at 12-13 Wells Mews, London W1T 3HE, United Kingdom, and in the United States operates with its San Francisco branch office at 505 Brannan Street, San Francisco, CA 94107.
In those jurisdictions where Adyen requires a local Adyen entity to be included as an additional party to the relevant Merchant Agreement, Processor shall also mean the relevant local Adyen entity below, in each case together with Adyen N.V.:
For Merchants whose legal entity is registered in Canada, Adyen Canada Ltd. (“Adyen CAN”) a company registered under company number C1239120 whose registered office is at Suite 2600, Three Bentall Centre, 595 Burrard Street, P.O. BOX 49314 Vancouver BC, V7X 1L3, Canada.
For Merchants whose legal entity is registered in Australia, Adyen Australia Pty Limited (“Adyen AUS”) a company registered in Australia under company number ABN 55 162 682 411 whose registered office is at 1/255 Riley Street, Surry Hills, NSW 2010, Sydney, Australia.
For Merchants whose legal entity is registered in New Zealand, Adyen New Zealand Limited (“Adyen NZ”) a company registered in New Zealand under company number NZBN 9429042218128 whose registered office is at Simpson Grierson, 88 Shortland Street, Auckland, 1010, New Zealand.
For Merchants whose legal entity is registered in Singapore, Adyen Singapore Pte Ltd. (“Adyen SG”) a company registered in Singapore under company number 201210678M whose registered office is at 109 North Bridge Road #10-22, Funan, 179097 Singapore.
For Merchants whose legal entity is registered in Hong Kong, Adyen Hong Kong Limited (“Adyen HK”) a company registered in Hong Kong under company number 1807938 whose registered office is at Room 10102, 10/F, YF Life Tower, 33 Lockhart Road, Wan Chai, Hong Kong.
When an Adyen local entity is additionally included as Processor, pursuant to the above, the local Adyen entity shall be responsible to fulfill all obligations locally under these Terms and Conditions unless Adyen N.V. is required by law to fulfill the obligation. Additional local terms are included at the end of these Terms and Conditions.
Refund
A (partial) reversal of a particular Transaction on the initiative or request of the Merchant, whereby the funds are reimbursed to the shopper.
Scheme Owner
The party offering and/or regulating the relevant Payment Method.
Scheme Rule
The collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which Merchant must comply when using the relevant Payment Method. Processor may via Marketplace as service make extracts and summaries of the Scheme Rules available to Merchant, but only the then current applicable Scheme Rules as issued by the relevant Scheme Owner are binding on Merchant.
Service(s)
The collective set of payment processing, fraud control, reconciliation, reporting, Settlement and other services as provided by Processor to the Merchant, via Marketplace, to enable the Merchant to use Payment Methods to receive payment from its shoppers.
Settlement
The payment of amounts owed by Processor to the Merchant, owed with respect to settlements received by Processor from Acquirers or Scheme Owners for Transactions validly processed for the Merchant, minus the amounts for Refund and Chargebacks, fees and the amounts needed to keep the Merchant Deposit on the then current Deposit Level. “Settle” and “Settled” shall have the corresponding meanings.
Software
The collective set of programs and data developed and/or operated by Processor as needed to provide the Service to its Merchants, including the Payment Interface.
Terms and Conditions
The current version of these terms and conditions of Processor.
Transaction
An Authorisation request of a shopper for a payment from the shopper to the Merchant submitted by Merchant to Processor.
Uncompleted Order Amount
The total amount of Authorised, Captured and/or Settled Transactions for the Merchant on any point in time, for which the Merchant Products and Services have not been delivered to the relevant shoppers at that time and/or for which the return rights or order cancellation rights of the shopper under the terms and conditions of the Merchant and/or applicable law have not yet lapsed.
1. Terms of use of the Service
1.1 Permitted Merchant Products and Services
Merchant wishes to obtain the Services of Processor via Platform with respect to payments for the Merchant Products and Services, as agreed between Processor and Platform. Merchant must ask prior written approval via Platform for any change or addition to the Merchant Products and Services prior to submitting payment requests therefor.
Merchant is and remains responsible to ensure the Merchant Products and Services sold are compliant with the applicable Scheme Rules and applicable laws in the countries it provides its products and services from and the countries its customers are based in. Merchant shall not use the Services for the payment of Merchant Products and Services which are stated in Processor’s Restricted Services and Products List as shared by Platform and as available on https://www.adyen.com/legal/list-restricted-prohibited. If Processor in its reasonable discretion determines that there is a significant risk that the Merchant Products and Services are not, or are no longer, compliant with applicable laws and/or are in violation of applicable Scheme Rules, Processor has the right to terminate its Services.
2. Description of the Service
2.1 Payment Processing
Merchant will be using the Services via the Marketplace Platform. Marketplace is representing Merchant towards Processor with respect to Merchant’s use of the Services and Processor may assume that Marketplace is authorised and mandated by Merchant to use the Services, submit Transactions on behalf of the Merchant and in accordance with the Merchants’ permissions and instructions which Marketplace will obtain from the Merchants.
The Merchant is obliged to ensure all data that Processor requests to be provided for a Transaction, including those needed for fraud checks, are provided. If the Merchant fails to provide the requested data with each Transaction, Processor may be forced under the Scheme Rules to suspend Transaction processing and/or Transactions may be refused by the relevant Scheme Owners or Acquirers. Processor may revise the required data needed to process Transactions from time to time by informing Merchant via Marketplace as needed to be able to process such Transaction and conduct fraud checks under applicable Scheme Rules. Marketplace is required to (i) access Transaction level data to provide support to Merchant at the level of individual Transactions and (ii) technically manage user settings of the Merchant with respect to the Services on Merchant’s behalf (e.g. 3D Secure, fraud control settings).
2.2 Merchant Registration and KYC Check
In order to enable Processor to comply with anti-terrorism, financial services and other applicable laws and regulations and KYC (‘Know Your Customer’) requirements imposed by the Scheme Owners and Acquirers, Merchant must when entering into the Merchant Agreement and thereafter on Processor’s first request provide certain information about itself and its activities (the “Registration Information”). Merchant warrants unconditionally that all Registration Information it provides is correct and up to date.
Merchant will provide Processor with at least 3 business days prior written notice via Marketplace of any change of the Registration Information. Merchant will on first request from Processor provide such additional information and supporting documentation as Processor may reasonably determine to need to ensure compliance with applicable laws and regulations and Scheme Owner and Acquirer KYC requirements. Merchant agrees that Processor may run further checks on Merchant’s identity, creditworthiness (including consulting credit reference agencies) and background by contacting and consulting relevant registries, (third party) identification verification services, government authorities and Merchant relations. Processor will process Merchant’s Registration Information in accordance with its Privacy Statement (available on www.adyen.com).
Processor’s acceptance of Merchant as user of the Services and the relevant Payment Methods is strictly personal and limited to the use by Merchant of the Services for payment of Merchant’s own products and services. Merchant may not use the Services to facilitate the payment for products or services sold by third parties and therefor may not resell the Services to third parties. Merchant shall only use the Services in the pursuit of its trade, business, craft or profession.
Support for each Payment Method is subject to acceptance by the relevant Scheme Owner or Acquirer used by the Scheme Owner, which such Acquirer or Scheme Owner may withhold or withdraw in its discretion at any time. Merchant hereby authorizes Processor to submit Registration Information received from Merchant to the relevant Scheme Owners and Acquirers to obtain permission for providing access to their Payment Methods for Merchant.
2.3 Payment Method Support
Supported Payment Methods as part of the Services may change from time to time. Processor will give at least 1 month notice (through Marketplace) of any discontinued or changed support of any Payment Method, unless this is not reasonably possible given the cause for this decision. Processor will use its reasonable endeavours to offer an alternative for any discontinued Payment Method to the Merchant.
Merchant understands that Acquirers and/or Scheme Owners might cancel certain Payment Methods, change the characteristics thereof or change the acceptance criteria under which they make them available. As a consequence, Processor may be forced to block Merchant from further use of a Payment Method or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Acquirer and/or Scheme Owner. Where possible Processor will use its reasonable efforts to give Merchant prior notice (through Marketplace) of any such change or cancellation with respect to a Payment Method.
2.4 3D Secure
Processor will as part of the Services support 3D Secure authentication where supported by the relevant Scheme Owner and/or third party Acquirer.
2.5 Payment Currency
Processor will have the right to offer the shopper the option to use a different currency than the Order Currency, in which case the Merchant will still always receive Settlement of the Transaction amount in the Order Currency (except in case another currency is agreed or the Merchant does not make a bank account available for Settlement in the Order Currency).
2.6 Fraud Control
All Transactions processed as part of the Services will be screened by Processor’s Fraud Control Tool, which performs a number of checks on a Transaction and attaches a resulting total score to the Transaction, which represents the likelihood of the Transaction being fraudulent. The Fraud Control Tool does not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or Fines. Regardless of the resulting total score, Transactions may be fraudulent or non-fraudulent. Marketplace will technically manage the settings of the Fraud Control Tool on behalf of the Merchant. In addition, Processor reserves the right to cancel Transactions that it has reasonable grounds to suspect to be fraudulent or involving other criminal activities, even if the Fraud Control Tool failed to block the Transaction.
2.7 Additional Services
Processor uses network analysis and machine learning models for the purpose of determining whether Merchant is eligible for additional services and products offered by Processor.
In accordance with applicable laws, Processor may use automated decision-making, including profiling, when Processor enters into, or for the performance of, a contract with Merchant for the additional services described above. If such a decision would produce legal effects or otherwise similarly significantly affect Merchant, Merchant has the right to obtain human intervention, express its point of view, opt-out of the automated decision-making, or to contest the ultimate decision based solely on automated processing.
2.8 Settlements
Funds from the shopper charged for the validly processed Transactions of the Merchant (which are Acquired via Processor) are settled by the relevant Acquirer or the Scheme Owner to the account(s) held by Processor. The funds Processor receives from payment service users or via another payment service provider and held in the payment processing account(s) by Processor are safeguarded in accordance with the safeguarding requirements of The Dutch Central Bank (De Nederlandsche Bank). Processor will subsequently settle received funds directly to Merchant - withholding from the received funds the fees agreed between Marketplace and Merchant – who is the creditor of the received funds and holds sole power of disposition over such funds. The settlement is based on the binding Merchants’ settlement instructions which are submitted by Marketplace on behalf of the Merchant via Marketplace Platform. Marketplace is under no circumstances entitled to make any individual instructions towards Processor regarding the settlement of the funds.
Processor is only obliged to provide Settlement of Transactions for which it has received settlement(s) by the Acquirer or the Scheme Owner. It is Merchant's responsibility to evaluate if the conditions imposed by the Payment Methods for settlement (as communicated from time to time by through Marketplace) are acceptable to the Merchant. This is specifically relevant for certain Payment Methods that are not monitored and regulated by governmental financial services authorities, such as but not limited to non-Card Scheme related prepaid cards and SMS and IVR payments. Merchant understands and agrees that Processor will not compensate Merchant for late or non-performance, insolvency or bankruptcy of the Acquirer or Scheme Owner due to which Merchant receives late Settlement or no Settlement at all for processed Transactions.
Processor reserves the right to withhold Settlement of Transactions if they are Captured, but suspected to be fraudulent, related to illegal activities, are otherwise anomalous, or likely to become subject to a Chargeback by Processor and/or the relevant Acquirer and/or Scheme Owner, until satisfactory completion of Processor's investigation, that of the relevant Acquirer or Scheme Owner or that of a third party nominated by any of these parties. Merchant will give its full co-operation to any such investigation.
No interest will be due over amounts held by Processor prior to Settlement of such funds to the Merchant, except in case Settlement is delayed for more than 30 days due to the intent or gross negligence of Processor. In such case interest will be due by Processor over the late Settled amount at the rate of the 3 month EURIBOR rate +2%.
2.9 Required Data
Merchant shall from time to time on the first request of Processor (via Marketplace) provide all required information regarding the then current actual or expected Delivery Dates for processed Transactions and estimates for the average time between Transaction Authorisation and the related Delivery Date. Further, Merchant shall provide Processor on its first request (via Marketplace) with all requested information on Merchant’s then current ability to provide the Merchant Products and Services it sells by means of the Services, its financial status, solvability and liquidity.
2.10 Merchant Obligations and Restrictions
Merchant may only use the Services for payment of those Merchant Products and Services which Merchant agreed with Marketplace to be offered through the Marketplace Platform. The Merchant shall not use the Services for the payment of Merchant Products and Services (i) where it is illegal to offer or provide these to or from the relevant country and/or (ii) which are stated in Processor's Prohibited and Restricted Products and Services List (available on https://www.adyen.com/legal/list-restricted-prohibited). This list may be updated in Processor’s discretion where needed to ensure legal compliance, compliance to Scheme Rules, prevent high levels of Chargebacks and/or to reduce exposure to potentially fraudulent or illegal transactions. Merchant will be informed of such updates by Marketplace. Where a published change affects a significant portion of the Merchant’s Product or Services, Merchant may terminate the Merchant Agreement by giving written notice to Processor (via Marketplace). Processors´ acceptance of Merchant as customer should not be interpreted as an advice or opinion of Processor as to the legality of Merchant’s Products and Services and/or of Merchant’s intended use of the Services therefore.
The Services of Processor should not be used (and Transactions may not be submitted for processing) for prepaying Merchant Products and Services for which the Delivery Date is in part or in whole more than 12 months after the date the Transaction is submitted for processing. This can make Transactions more likely to be subject to Chargebacks.
2.11 WARNING – Fines Scheme Owners
For violations of certain key requirements under the Scheme Rules by Merchants, some Scheme Owners (and in particular the Card Schemes) can levy significant Fines. The Scheme Owners do this to protect the shoppers, Merchants and providers of the Payment Methods collectively against misuse, fraud, illegal activities, breach of applicable laws, reputational damage and excessive costs. Key examples of Scheme Rules which are subject to such Fines: (i) using the Payment Method for other Merchant Products and Services than for which the Merchant received express authorisation to use it for; (ii) using the Payment Method for Merchant Products and Services which are violating applicable laws; (iii) using the Payment Method for selling Merchant Products and Services for which the Scheme Owner explicitly prohibited its use (e.g. adult content, drugs, arms, gambling); (iv) using the Payment Method for the benefit of a third party / reselling the use of the Payment Method to a third party (the authorisation for Merchant to use a Payment Method is strictly personal); (v) percentage of Transactions of a Merchant which is subject to a Chargeback is above the applicable acceptable level (vi) breaches of security and confidentiality obligations with respect to Payment Details (see clauses 4.1 and 4.3 for more information on this); (vii) fraudulent, misleading activities of which shoppers are the victim.
Merchant is strongly advised to regularly review the then current Scheme Rules (made available via Marketplace) and relevant changes to applicable laws as applicable to its Merchant Products and Services and business practices to ensure compliance to applicable Scheme Rules. Where Merchant finds the Scheme Rules (including Fine possibility) to be unacceptable, Merchant is free at any point in time to stop using the relevant Payment Method (the Scheme Rules and these terms remain applicable to previously processed Transactions for Merchant).
Where Processor becomes aware of and/or receives any notice of a potential exposure to a Fine related to any Merchant behaviour, Merchant will on first request provide (via Marketplace) all reasonable co-operation to help investigate the relevant circumstances and remedy the relevant violation, notwithstanding all other rights and remedies of Processor in such situation as per these Terms and Conditions. Where possible Processor will share relevant feedback received from Merchant (via Marketplace) with the Acquirer/Scheme Owner handling the potential Fine so it can be taken into consideration by the Acquirer / Scheme Owner.
2.12 Taxes
Merchant agrees to defend, hold harmless and indemnify Processor from and against any taxes, including penalties, interests, surcharges due on any product or service of Merchant or Marketplace (including but not limited to any Transactions, Merchant Products and Services) and costs or damages related to such taxes. If withholding of any type of taxes or levies is, or was, legally due on any product or service of Marketplace or the Merchant, Adyen will be entitled to withhold such taxes at the expense of the Merchant. Merchant shall (i) apply all reasonable efforts to ensure that Processor cannot be held liable for any taxes and costs or damages related to such taxes, (ii) shall promptly inform Processor of any such liability and (iii) shall provide Processor with all relevant information and documentation in that respect. Furthermore, Merchant and Marketplace shall be jointly and severally liable towards Processor for any such taxes and costs or damages related to such taxes.
3. Set-Off
Without prejudice to any right to set-off which Processor may be entitled to as a matter of law, Processor may set-off any amounts due to the Merchant against any amounts owed or other liabilities of the Merchant, now or at any time hereafter due, owing or incurred by the Merchant to Processor under, in connection to, or pursuant to the Terms and Conditions and/or the Merchant Agreement.
4. Integration
4.1 Integration via Marketplace
Merchant will integrate with the systems of Marketplace to connect to the Payment Interface of Processor. Processor is not responsible for such integration but will ensure the Payment Interface is available for use by Marketplace for such purpose and will where needed provide third line support for such integration via Marketplace.
4.2 Changes to Software
Processor reserves the right to change or amend the Software and the interface to it at any time, to provide the Merchant with a new version thereof, and/or to change the functionalities and characteristics of the Software. No changes will be implemented by Processor which materially reduce functionality of the Services which was explicitly committed to be provided under the Merchant Agreement, except where this is made necessary by: (i) the need to follow generally accepted changes in industry standards, (ii) changes in applicable laws or Scheme Rules, (iii) need for increased security due to security risks identified by Processor or (iv) other reasonable grounds which warrant the reduction of functionality. If Merchant is significantly impacted by a material reduction of functionality due to a change in the Software, it may terminate the Merchant Agreement by giving written notice to Processor within 1 month after Processor announced the change.
4.3 Security of Payment Details
Merchant guarantees not to copy, capture or intercept Payment Details such as credit card numbers, CVM Codes, ‘PIN’ codes that are provided by the shopper for payments to be processed via the Services. This rule is imposed by the Scheme Owners to protect shoppers against misuse of their Payment Details (like credit card numbers) and is strictly enforced by the Scheme Owners, and a violation of this rule can lead to the application of high Fines by the Schemes Owners. If Processor has reason to believe that Merchant is copying, capturing or intercepting Payment Details, Processor has the right to suspend processing of Transactions and Settlement. Merchant shall fully indemnify and hold Processor harmless from any losses, claims (including applied Fines by the Scheme Owners), costs or damage Processor incurs as a result of Merchant’s breach of this obligation.
5. Merchant Communications
All first line communications with the Merchant regarding the use of the Services will run through Marketplace. Via the same communication channel, Processor will also inform Merchants of relevant changes in applicable Scheme Rules, financial laws and regulations.
6. Service Level Agreement
6.1 Uptime Commitment Payment Interface
The Payment Interface is the part of Processor’s payment platform which handles the processing of Transactions on the moment the shopper initiates a payment to Merchant. Marketplace will connect Merchant to Payment Interface and Merchant will submit Transactions via this Payment Interface. Processor commits to use all commercially reasonable efforts and to setup its systems in a manner to enable an average minimum uptime of 99.9% (measured on a monthly basis) of the Payment Interface, to receive Transaction requests, excluding from uptime calculation downtime of the Payment Interface caused by acts or omissions of Merchant, Acquirers, Marketplace or Scheme Owners, changes implemented on specific Merchant request, general internet failures, failures of individual Payment Methods or force majeure. Merchant is obliged to immediately notify Processor via Marketplace of any downtime of the Payment Interface which it experiences and to provide all reasonably requested co-operation in investigating and resolving any such downtime.
Processor uses all reasonable efforts to avoid having to take the Payment Interface offline for executing planned maintenance. Should under exceptional circumstances such maintenance nevertheless proves necessary, Processor will provide as much notice as practically possible and plan such maintenance in a manner and on a date and time to minimize the potential number of affected potential Transactions for all its Merchants. Should under emergency situations (e.g. in case of force majeure event or terrorist attack) unplanned maintenance be necessary to the Payment Interface necessitating it to be taken offline, Processor will use all available resources to keep the required downtime to the absolute minimum.
6.2 Security and Compliance
Processor shall take reasonable measures to provide a secure payment system and shall keep its systems used to provide the Services certified in accordance with the PCI-DSS security standards.
7. Chargebacks and Refunds
7.1 Chargebacks
Merchant shall take all reasonable steps to ensure that the Merchant Products and Services are actually delivered in accordance with applicable laws and orders placed by the shopper, to avoid any Chargebacks. In case Processor has reasons to suspect that Merchant is not delivering its Merchant Products and Services on or prior to the Delivery Dates used to calculate the Uncompleted Order Amount and/or if Processor has reason to suspect that the Merchant Products and Services for which Processor processes Transactions are based on fraud, likely to cause high Chargeback volumes and/or illegal, Processor has the right to suspend Settlement of all related Transactions and/or block Authorisations therefor until Processor has been given assurances to its satisfaction that the relevant Merchant Products and Services are actually delivered in accordance with applicable laws and orders placed by the shopper.
7.2 Refunds
Refunds will be charged as a Transaction by Processor and a Refund fee can be applied by Processor as agreed between Processor and Marketplace, if manual intervention is needed or additional costs are incurred by Processor to process such Refund. Processor will not execute a Refund (meaning the relevant sum will not be returned by Processor to the relevant shopper, directly or via the relevant Acquirer / Scheme Owner) in case the funds for this cannot be subtracted from the next Settlement or are not funded otherwise. Refunds are not funded by Processor from its own means.
8. Property Rights
8.1 Property Rights
The property rights in the Software and other materials and all other intellectual property rights related to the Services are owned by Processor and its licensors. The Merchant Agreement does not transfer any intellectual property rights with respect thereto and only provides Merchant a limited, non-exclusive and non-transferable license to use the Software and all other materials made available by Processor solely for the purpose of using the Services in accordance with these terms and the applicable usage instructions communicated to Merchant via Processor website from time to time.
8.2 User of name and logo
Merchant may on its website in the section “frequently asked questions”, or in a similar informational section on its website, refer to Adyen as its payment service provider, explaining that this is the reason why the name Adyen may appear on bank statements of the customer. Merchant may also include an internet link to the website of Adyen in such context. Merchant may not mention Adyen on the home page of its website in any situation. Merchant must in each case also clearly state that customers of Merchant should not contact Adyen for support or questions regarding payments processed by Adyen for Merchant. Merchant may not use the logo of Adyen anywhere on its website without the prior express written approval of Adyen, which Adyen may refuse or withdraw in its discretion.
9. Confidentiality, Privacy and Compliance
9.1 Confidentiality
All information relating to the Merchant or to Processor and designated as being confidential, and all information not expressly designated as confidential but which should reasonably be deemed confidential by reason of its nature or content is considered “Confidential Information”. Each party remains the owner of all data made available to the other party. Each party undertakes to take all necessary steps to protect the confidential nature of all Confidential Information of the other party, agreeing, in particular:
- to share Confidential Information solely with personnel and representatives of the parties (including Marketplace) which have a need to have access to such information in order to exercise rights and obligations under the Merchant Agreement; and
- to refrain from making any Confidential Information available to any third party without the prior written consent of the other party except for Processor where necessary to perform the Services.
The obligation to maintain confidentiality does not apply to information:
- available to the general public;
- disclosed to one of the parties by a third party without any obligation of confidentiality;
- already in the possession of or known to one of the parties at the time of disclosure;
- developed independently of the Confidential Information by the other party; or
- if and to the extent to one of the parties and/or their employees are obliged under an act or by decision of a court or administrative authority to disclose such information.
The obligation of confidentiality as described in this clause shall remain in effect also following the termination of the Merchant Agreement, regardless of the grounds for termination. The following data is to be considered confidential, without need for special mention:
- all financial data;
- the any agreed Merchant specific terms and conditions in the Merchant Agreement, if applicable; and
- all user manuals, guides and any Software relating to Processor’s products and services.
The recipient of the Confidential Information may only use the Confidential Information for the purposes of performing activities related to the Merchant Agreement. Processor, Marketplace and Merchant may use de-identified and/or aggregate transaction-related data for various purposes, including but not limited to analysing, tracking, and comparing transaction and other data to develop and provide insights for Marketplace, Merchant and/or others as well as for developing, marketing, maintaining and/or improving such party’s products and services.
9.2 Privacy
Where Processor acts under the instructions of the Merchant and/or Marketplace, Processor processes personal data while performing the Services as data processor or sub-processor under the direction and responsibility of the Merchant and/or Marketplace in accordance with applicable data protection laws, including the EU General Data Protection Regulation 2016/679, and any successor thereof.
Processor acts as a data controller where Processor sets its own purpose and means of processing, such as the Acquiring Services and processing personal data for KYC purposes, in accordance with the Adyen Privacy Statement (available on www.adyen.com), as amended from time to time.
Merchant will comply with the personal data protection laws of the Merchant’s country of origin and of those countries in which the Merchant offers its goods and/or services from time to time, in particular when processing and sending personal data to Processor in the context of using the Services and submitting transactions. Both Processor and Merchant shall implement appropriate measures to protect personal data against misuse. Processor shall use personal data processed by Processor for Merchant under the Merchant Agreement for the purpose of providing the Services, including any additional ancillary services, and complying with applicable laws and Scheme Rules.
Processor may use de-identified and/or aggregate transaction-related data for various purposes, including but not limited to analysing, tracking, and comparing transaction and other data to develop and provide insights, for fraud prevention, risk assessment, payment performance, as well as for developing, marketing, maintaining and/or improving Processor’s products and services.
9.3 Use of Services
In accordance with Dutch laws on hacking and computer crime, the Merchant shall only use the Services for the purposes as agreed herein and shall specifically not perform or allow to be performed any actions detrimental to the security or performance of the Services without Processor’s prior written consent.
10. Duration and Cancellation
10.1 Duration
Except where explicitly agreed otherwise in the Merchant Agreement, the Merchant Agreement shall be entered into for an indefinite period until it is terminated by either party by giving at least 2 months’ written notice to the other party. Such notices may be given via Marketplace by either party.
10.2 Termination
Merchant has the right to terminate the Merchant Agreement immediately if:
- The Service availability in any given calendar month is less than 95%; and/or
- The SLA commitments in clause 6 are not met during 3 consecutive months.
Processor has the right to terminate the Merchant Agreement and/or stop processing or Settlement of Transactions for Merchant immediately in part or in whole if:
- The provision of Merchant's Services/Products for which Processor provides the Service is reasonable suspected by Processor to be in breach with legislation in the country where the Merchant Services/Products are offered from or to.
- Merchant has materially changed the type of Merchant Services/Products without obtaining Processor’s prior written permission to use the Services for the new or changed types of Merchant Services/Products;
- Merchant materially breaches any of the terms of the Merchant Agreement, the Scheme Rules and/or applicable laws in the context of using the Services.
- An Acquirer or Scheme Owner demands Processor to stop or suspend providing Services to Merchant with respect to Payment Methods made available by such Acquirer or Scheme Owner to Processor.
- Processor finds there are clear indications that Merchant is or is likely to become insolvent and/or unable to provide a material part of the Merchant Products and Services. or
- The agreement the Merchant has entered into with Marketplace for the use of the services of Marketplace has been terminated or has otherwise expired and/or an event permitting a termination by Marketplace under any such agreement occurs.
11. Liability
11.1 No Liability for Third Parties
Processor shall only be liable for its own acts or omissions and not for acts or omissions of third parties. This exclusion expressly applies to acts or omissions of Scheme Owners and Acquirers or for events or activities originating outside the systems of Processor (such as internet disturbances or malfunctions in third party systems), except in case such events were caused by the intent or gross negligence of Processor.
11.2 Limitation of Liability
The total liability of Processor under the Merchant Agreement towards Merchant for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to 10,000 euro. Processor shall not be liable for any special, indirect, or consequential damages (including any loss of profit, business, contracts, revenues or anticipated savings, or damage to good name) as a result of breach of contract, tort or under any other legal theory.
Neither Processor, Merchant nor any other party to the Merchant Agreement excludes or limits its liability under the Merchant Agreement for intent, gross negligence, death, fraud or personal injury.
12. Indemnification
If any claims for damages, costs and expenses are asserted against Merchant by third parties asserting that these third parties are the owner of any rights regarding the Software and/or systems of Processor, Processor shall indemnify Merchant without delay from these third-party claims, including Merchants reasonable costs of its legal defence, and offer Merchant the necessary assistance in its legal defence.
Merchant shall indemnify and hold Processor harmless from any claim (including legal fees) brought against Processor by any third party (expressly including Scheme Owners and Acquirers and their claims for payments of Fines) as a result of Merchant’s breach of the terms of the Merchant Agreement, applicable laws and/or the Scheme Rules applying to the Payment Methods used by Merchant.
13. General Provisions
13.1 Transfer
Processor shall be entitled, at any time, to assign, novate or otherwise transfer the Merchant Agreement to another company in the Processor Group, i.e., a company with at least 50% the same shareholders, without the prior consent of the Merchant by providing written notice to Merchant of such transfer.
13.2 Null Provisions
In the event that any provision in the Merchant Agreement (including these Terms and Conditions) is declared null and void or inapplicable, said provision shall be deemed non-existent, and all other provisions of the Merchant Agreement (including these Terms and Conditions) shall remain applicable. The parties undertake to take all steps to eliminate the provision declared null and void and/or inapplicable and to replace the same with a provision approaching, insofar as possible, the economic objective of the provision declared null and/or inapplicable.
13.3 Entire Agreement
The Merchant Agreement, including any amendments thereto, contains all the commitments between the parties and replaces all other prior contractual commitments between the parties. No representation, warranty or undertaking given by any of the parties to any of the other parties under the Merchant Agreement shall be of any force or effect unless expressly reduced to writing and repeated in the Merchant Agreement, and all implied or prior representations, warranties and undertakings are, save to the extent expressly set out in the Merchant Agreement, expressly excluded to the fullest extent permitted by law.
13.4 Changes to the Terms and Conditions
Processor may revise these Terms and Conditions from time to time by giving at least 30 days written notice to the Merchant via Marketplace. If the change has a material adverse impact on Merchant and Merchant does not agree to the change, Merchant may terminate the Merchant Agreement by giving at least one month written notice to Processor (such termination notice to be sent at the latest 60 days after Merchant received notice of the change). Merchant is not entitled to object to and shall not have the rights set out in this clause for any change which Processor implements in order to comply with applicable law, regulations or requirements imposed by the relevant Acquirers and/or Scheme Owners or financial regulators. For such imposed changes shorter notice periods may be applied by Processor as is need to comply with the relevant requirement.
13.5 Online Contracting – written confirmation
In case Merchant has concluded the Merchant Agreement with Processor via Marketplace’s website or via any other online means, Processor may at any time request that Merchant re-confirms its acceptance of the terms of the Merchant Agreement (including these Terms and Conditions) by means of a written document signed by an authorised representative of the Merchant. If Merchant does not comply with such request within 5 working days after receiving a request by Processor to do so (which request may be issued to Merchant via the contact email address submitted by Merchant when concluding the Merchant Agreement), Processor reserves the right to suspend part or all of the Services until Merchant has complied with such request.
13.6 Translations
The terms of the Merchant Agreement, including these Terms and Conditions are made available to you in English. Any other terms or disclosures made available to you regarding this Merchant Agreement in any non-English language do not form part of our agreement and are for informational purposes only.
14. Settlement of disputes
14.1 Dispute Handling
The parties undertake to take all steps to reach an amicable agreement to any dispute arising in relation to the validity, interpretation or fulfilment of the Merchant Agreement. This Article 14.1 is without prejudice to a party's right to seek interim relief against any other party (such as an injunction) through the competent courts to protect its rights and interests, or to enforce the obligations of any of the other parties.
14.2 Applicable Law and Jurisdiction
The Merchant Agreement and these Terms and Conditions are solely governed by Dutch law, excluding the Convention on Contracts for the International Sale of Goods. In the absence of an amicable agreement, any dispute relating to the validity, interpretation or fulfilment of the Merchant Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam the Netherlands.
15. Europe specific terms
15.1 Applicability of Payment Services Directive
Title 7B of Book 7 of the Dutch Civil Code (Burgerlijk Wetboek) and other laws and regulations implementing Directive (EU) 2015/2366 (“PSD2”) or its predecessor, Directive 2007/64/EC ("PSD"), are not applicable to the extent it is permitted to deviate from relevant provisions in relationships with non-consumers, in accordance with Article 38 and 61 PSD2 (or Article 30 and 41 PSD).
Where Processor provides payment services for the Merchant within the European Economic Area ("EEA") and where the shopper's payment service provider is located in the EEA, the parties hereby agree and confirm in accordance with article 62(2) of PSD2 that the Merchant shall pay the charges levied by Processor and the shopper shall pay the charges levied by his payment service provider (i.e. the ‘SHA’ (shared) principle).
16. Canada specific terms
16.1 Canadian regulatory disclosures
The mandatory Canadian regulatory disclosures under this agreement are available at https://www.adyen.com/platform/licenses/canada-information-summary-box.
16.2 English Language
It is the express will of the parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volunté expresse des parties que cette convention et tousles documents s’y rattachant, y conpris les avis et les autre communications, soient rédigés et signés en anglais seulement.
17. Australia specific terms
17.1 Australian disclosures
Merchant is advised to read and consider the Combined Financial Services Guide and Product Disclosure Statement before acquiring or using the Service. The safeguarding requirements of The Dutch Central Bank (De Nederlandsche Bank) referred to in clause 2.8 above shall not apply to Transactions processed in Australia.
17.2 Surcharging on Payment Methods in Australia
Merchant in Australia will not impose a surcharge or any other fee on the relevant Payment Methods that exceeds the amount the Merchant pays for that Payment Method as a percentage of the total price.
18. Singapore specific terms
18.1 Singapore Safeguarding
Services that are regulated under the Singapore Payment Services Act 2019 shall be provided by Adyen SG only. Funds which Adyen SG has received as settlement for processed payment transactions for Merchant from the relevant third party Acquirers or Scheme Owners in respect of the Service(s) that are not Settled to Merchant or any other party by the end of the same business day (“Relevant Funds”), will be deposited in bank accounts maintained with a licensed bank in Singapore held in the name of Adyen SG on trust for and on behalf of Merchant. Relevant Funds held in such trust accounts are segregated from Adyen SG's own funds and will be commingled with similar funds belonging to other merchants and held on an omnibus basis. The risks of such commingling include a shortfall attributable to such trust account (if any) being shared rateably among the merchants. Nevertheless, Adyen SG will in each case remain responsible to settle the Relevant Funds to the Merchant in accordance with the Merchant Agreement. If the licensed bank were to become insolvent, in accordance with Singapore banking laws, Merchant would rank as general unsecured creditors for any amounts owing to them. For the avoidance of doubt, the safeguarding requirements of The Dutch Central Bank (De Nederlandsche Bank) referred to in clause 2.8 above shall not apply to Transactions processed in Singapore.
Part 6 – Payment Processing Module
1. Definitions
1.1 The following definitions apply in this Schedule 2 Part 6:
“Affiliates”
in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where “control” means the ability to direct the affairs of another entity, whether by ownership of shares, voting rights, contract or otherwise.
“Business Debit Card”
a payment card issued to the Customer in connection with the Business Accounts Services, enabling the Customer to make business-related payments from their designated account.
“Card Scheme Rules”
the comprehensive set of operational guidelines, technical standards, and business requirements established by payment card networks (also known as card schemes) such as Visa, Mastercard, American Express, Discover, and others (the “Card Schemes”).
“EMI”
as defined in clause 4.4 below.
“Payment Processing Service”
the Kasha Services supplied under this Part 6 of Schedule 2 by the Payment Processing Service Providers.
“Payment Processing Service Provider”
Payrnet.
“Payment Processor”
the third-party service provider engaged to facilitate the holding of e-money by the Customer in its account; and the receipt and making of payment transactions as part of the Payment Processing Service.
“Payment Processor Agreement”
as defined in clause 4.3 below
“Payrnet”
as defined in clause 4.4 below.
“Personnel”
means any officers, directors, employees, agents, contractors, and consultants of a party (or its Affiliates).
1.2 Unless otherwise defined in this Schedule 2 Part 6, expressions defined in the body of the Terms and Conditions (or the other Schedules) and used in this Schedule 2 Part 6 have the meaning set out in the body of the Terms and Conditions (or the other Schedules).
2. Specification
2.1 Kasha shall ensure that the Payment Processing Service is designed to operate in accordance with this Agreement in all material respects.
3. Business Debit Cards
3.1 Kasha may issue one or more Business Debit Cards to the Customer upon request and subject to the completion of a verification process.
3.2 The Customer shall be responsible for ensuring that its Authorised Users permitted to use a Business Debit Card comply with the terms of this Schedule 2 Part 6 and the Terms and Conditions.
3.3 The Customer must notify Kasha immediately if a Business Debit Card is lost, stolen or compromised in any way and Kasha shall not be Liable for unauthorised transactions resulting from the Customer’s failure to notify Kasha of such an event.
3.4 Kasha may cancel, suspend or replace a Business Debit Card where there are reasonable grounds to suspect fraud, misuse or breach of this Agreement. Kasha may suspend the Business Accounts Services or deactivate any Business Debit Cards if:
3.4.1 the Customer fails to pay the applicable Add-On Fees when due;
3.4.2 Kasha reasonably suspects fraud or misuse; or
3.4.3 required by Applicable Laws.
3.5 Upon termination of this Agreement the Customer shall return or destroy any Business Debit Cards (as instructed by Kasha).
3.6 In respect of payments made using Business Debit Cards, Kasha shall be entitled to withhold a reasonable reserve from the funds received to cover the risk of chargebacks. Kasha shall withhold these funds until reasonably necessary, in line with industry standards.
4. Payment Processing Services
4.1 The Kasha Platform and the Kasha Services are designed to integrate with Payment Processor (and the Merchant Acquirer) to enable the Customer to maintain an e-money balance in their account and make payment transactions (Payment Processing).
4.2 Kasha may share information provided by the Customer under clause 9.1.1(c) of the Terms and Conditions with the Payment Processor.
4.3 The Customer must maintain a valid account with the Payment Processor to process payment transactions
4.4 In order to receive the Payment Processing Services described in this Schedule 2 Part 6, the Customer must accept the terms of the Payment Processor at Annex 1 below (“Payment Processor Agreement”). The Customer accepts that, upon the opening of an account with the Payment Processor for a Customer, Kasha acting as the Customer’s agent will enter into the Payment Processor Agreement in this Schedule 2 Part 6 on the Customer’s behalf and the Customer shall become a party to the legally binding Payment Processor Agreement with the Payment Processor (in which the Customer is identified as “you”).
4.5 The Payment Processor Agreement is with PayrNet Limited (trading as “Railsr”), a company incorporated in England and Wales (company number: 09883437) with its registered office at "Montacute Yards, Shoreditch High Street, London, England, E1 6HU" (hereinafter referred to in this Agreement as “Payrnet”). Payrnet is an Electronic Money Institution (“EMI”) and is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (FCA register reference 900594) for the issuing of electronic money.
4.6 Payrnet will act as the Payment Processor. As an EMI, Payrnet has appointed Kasha as distributor of Payrnet’s e-money. An EMI cannot provide payment services through a distributor so all payment services are provided by Payrnet pursuant to the Payment Processor Agreement.
5. Appointment of New Service Providers or In-Sourcing
5.1 Kasha may, at its discretion appoint additional Payment Processing Service Provider(s).
5.2 Kasha may also, at its discretion and upon providing two (2) months prior written notice to the Customer, appoint alternative Payment Processing Service Provider(s) or elect to in-source any of the services currently provided by third-party providers.
5.3 Any such appointment or in-sourcing shall be subject to compliance with the relevant amendment provisions set forth in this Agreement and obligations in clause 5.2 of the DPA in relation to changes to sub-processors.
5.4 The Customer acknowledges that such changes may require its reasonable cooperation in updating payment details, technical configurations, or other operational matters, which the Customer shall not unreasonably withhold or delay.
6. Liability
6.1 In the event of any service deficiencies or disruptions in the Payment Processing Service, the Customer's remedies shall be sought directly from the Payment Processing Service Provider(s) and not Kasha. Kasha bears no Liability for the Payment Processing Service Provider(s)’ performance, availability, or service quality.
6.2 The Customer shall indemnify Kasha, its Affiliates, and its Personnel (the “Indemnified Persons”) in respect of any and all losses, demands, Liability, causes of action, claims, judgments, costs (including the costs of enforcement), and expenses (including legal expenses on an indemnity basis) incurred or sustained by the Indemnified Persons arising from or in connection with any claim by any third party relating to the Customer’s use of the Payment Processing Service except to the extent the claim is due to Kasha’s fraud, negligence or breach of the Agreement, including without limitation:
6.2.1 any non-compliance by the Customer with Applicable Law or the Card Scheme Rules (expressly including any fines imposed by the Card Schemes or by regulatory authorities on Kasha as a result of such non-compliance);
6.2.2 the Customer’s breach of the terms of its agreement(s) with Payment Processing Service provider(s);
6.2.3 all disputed or unauthorised payment transactions executed on the Customer’s accounts (unless the Customer is not Liable by reason of Applicable Law); and
6.2.4 all negative balances, chargebacks (and reversed chargebacks), bank indemnities or refunds arising from the Customer’s use of its accounts or Business Debit Cards.
7. Fees and Charges
7.1 The Customer shall pay to Kasha the Add-On Fees relating to the Business Debit Cards as specified in the Pricing Schedule.
7.2 The Customer acknowledges that the Payment Processor and the Merchant Acquirer may apply fees for transactions which shall be the responsibility of the Customer.
7.3 Kasha may charge additional platform fees for enabling and maintaining the Payment Processing Service. Such fees shall be detailed in the applicable Pricing Schedule.
7.4 The Customer shall pay to Kasha certain fees in respect of the Payment Processing Service, as set out in the Pricing Schedule, such fees to be classed as Module-Specific Transaction Fees. These may include:
7.4.1 receipt and sending of wire transfers;
7.4.2 personal transactions;
7.4.3 ATM transactions;
7.4.4 online transactions; and
7.4.5 in-person transactions.
7.5 A monthly automated report detailing all transactions from the previous month for which the Module-Specific Transaction Fees are due under this Schedule 2 Part 6 shall be generated and delivered to Kasha by the tenth day of each month. Kasha shall invoice the Customer for the Module-Specific Transaction Fees monthly in arrears based on the automated report and the Customer shall pay Kasha’s invoice under clause 10.5 of the Terms and Conditions.
Payment Processor Agreement
Terms and Conditions for Electronic Money and Card Services
Issued by Payrnet Limited
Effective 1 October 2024
1. Your agreement with us
1.1. What this agreement covers. These are the terms and conditions for your account with us (the “Account”), the use of any card connected with the Account (the “Card”) (if this is available to you) and any other services we provide as part of our services (“Services”). They form a binding legal agreement between you, as the account holder, and us. You indicate your acceptance of these terms by the use of our Services.
2. Information about us
2.1 Who we are and how we are regulated. We are PayrNet Limited, a company registered in England and Wales with company number is 09883437, with its registered office at Montacute Yards, Shoreditch High Street, London E1 6HU. We are authorised by the Financial Conduct Authority in relation to the issuing of electronic money and the provision of payment services (firm reference number 900594) and can be contacted at our registered address.
2.2 Who we work with when providing you with the Services. We work with your service provider (the “Distributor”) who we have appointed as an agent or distributor of our services. This means they are authorised to distribute or redeem electronic money on our behalf. However, any payment service related to redemption of electronic money from your Account will be provided by us, and not by the Distributor.
2.3 Means of accessing the Services. The Distributor is responsible for the interface, being their mobile app or website, which you use to access our Services (the “Distributor Interface”) .
2.4 Point of Contact. The Distributor will be your first point of contact in relation to these terms. Please contact the Distributor via the support channels available on their Distributor Interface if you:
2.4.1 wish to close your Account, cancel a Card or complain about the Services;
2.4.2 need to let us know that the Card has been lost, stolen or misappropriated; or
2.4.3 report unauthorised transactions relating to your Account or Card.
2.5 How we may contact you. If we have to contact you we will do so by e-mail or by post to the personal details you provided to us or the Distributor. Please make sure to keep your details up to date via the Distributor’s support channels.
2.6 Other services. Not all of the services which may be made available to you in connection with the Account are provided by us. We or your Distributor may partner with third parties to provide you access to other financial services, and notify you as such at the time. You may have to agree to the terms and conditions of these third parties before you can use them.
2.7 We do not offer advice on any matter including (without limit) the merits or otherwise of any foreign currency transactions, on taxation, or markets.
3. Establishing your identity
3.1 You may only use our Services if:
3.1.1 you are over the age of 18 and have legal capacity to comply with your obligations under these terms, and
3.1.2 you use our Services only for yourself and not on behalf of any other person.
3.2 Before you can use our Services, and from time to time, you will need to provide
3.2.1 information and documentation we or the Distributor requests to verify your identity and run due diligence checks which we deem appropriate to ensure we comply with our legal and regulatory obligations.
3.3 If satisfactory evidence is not promptly provided, we cannot accept your instructions,
3.3.1 will not be able to process transactions for you, and may suspend or terminate your use of the Services.
3.4 The personal information we have collected from you may be shared with third parties
3.4.1 who will use it to prevent fraud and money-laundering or to verify your identity. When you apply for an Account, we check your record with fraud prevention agencies such as CIFAS and we may share information about you with them. If fraud is detected, you could be refused certain services, finance, or employment.
3.5 We will treat all information provided in accordance with our data protection
3.5.1 obligations. Further details of how your information will be used by us, and any third parties who we use for fraud prevention, can be found in our privacy policy at https://www.railsr.com/privacy-policy. For more information about how CIFAS use your data, see CIFAS fair processing notice (https://www.cifas.org.uk/fpn).
4. Your Account with us
4.1 Access to Account. You are able to manage and access details of your Account (and any associated Services) via the Distributor’s Interface.
4.2 Issue of e-money. When we receive a payment for your Account, or you add money to it, we will issue you the equivalent value of electronic money (“e-money”) in your Account. As the account holder, you will be the only person with legal rights to redemption of the balance of your Account.
4.3 Adding funds. You may add money to your Account by the methods made available to you by the Distributor’s Interface. We do not accept cash or cheques.
4.4 Your Account will not be credited if:
4.4.1 any limit applied to the Account has been reached;
4.4.2 the Account has been suspended or closed;
4.4.3 we have received incorrect details for your Account from the sender of the money; or
4.4.4 we reasonably suspect the transfer of money is prohibited under these terms.
4.5 If an unauthorised or incorrect transfer is paid into your Account and the payer or the payer’s bank requests a reversal of funds, the crediting of funds to your Account may be reversed. If this occurs, we may promptly return the money to the payer’s bank and deduct the balance on your Account for the amount of the transfer.
4.6 Interest. As your Account is an e-money account, we are not permitted to pay interest on the Account.
4.7 Account Statements. On the Distributor’s Interface:
4.7.1 you can view the available balance in your Account and view the details of any payments; and
4.7.2 access account statement information for each Account (and you consent to receive statements this way).
4.8 You must keep the credentials to obtain access to or use the Account safe and not disclose them to anyone.
5. Keeping your money safe
5.1 As your Account is an e-money account, it is not covered by the Financial Services Compensation Scheme. Instead we are responsible for safeguarding the relevant funds we receive from you or on your behalf. This means that client funds are kept separate from our own funds and placed in a secure account with an authorised bank or covered through an insurance policy or similar guarantee.
5.2 To use the Services you will create login details for the Distributor’s Interface, which you should not disclose to anyone else and must keep them safe, secure and confidential, along with any device you use to access the Services.
5.3 You must contact the Distributor as soon as possible if you have reason to believe that:
5.3.1 your Card is lost or stolen; or
5.3.2 there may be unauthorised access to your security credentials, your Account or your Card.
6. Use of your Card (if available to you)
6.1 The Card shall remain our property and will be delivered by us, or on our behalf, by the Distributor.
6.2 You may be issued with:
6.2.1 a physical Card, which will have the details of the primary account number (PAN), the expiry date and the CVV2 code printed on it; or
6.2.2 a virtual Card, in which case you will not receive a physical Card but will receive details of the PAN, the expiry date and the CVV2 code of the card).
6.3 In order to start using the Card, you may be required to activate it in accordance with the instructions given to you by the Distributor. You must keep your physical Card and the details of the virtual Card (as applicable) in a safe place and protect it against unauthorised access or use by third parties.
6.4 Security Credentials. If you are issued with a physical Card, you may receive a personal identification number (“PIN”) by the Distributor for security purposes. You must not keep details of your security credentials (such as the PIN) with the Card. You must never disclose to, or permit the use of, your PIN or other security credentials associated with our Services by any other person, not even us. If you have not protected your PIN or other security credentials, and your Card or Account are used without your knowledge, you may be liable for any losses you experience under these Terms.
6.5 Expiry of Card. The Card shall remain valid until the expiry date printed on the Card after which date you will not be able to use it. You can request a replacement Card from the Distributor. A replacement charge may be charged in accordance with Annex A (Charges).
7. Payments using our Services
7.1 You can redeem the e-money you hold with us by authorising a payment by credit transfer from your Account, or by use of your Card using the Distributor’s Interface.
7.2 For a payment by credit transfer from your Account, you will be asked to provide (a) the amount of the payment you wish to make; (b) the unique account details for the person you wish to pay (the “payee”) and (c) such other details that may be requested from you.
7.3 We will process your payment when we receive instructions from you via the Distributor’s Interface. Instructions received after 4.30pm on a Business Day or on a day which is not a Business Day will not be processed until the next Business Day.
7.4 When setting up a payee or making a payment, make sure to add the correct details of the person you want to pay. If they are not correct, your payment may be delayed or you might lose money if it is sent to the wrong account.
7.5 As long as we process your payment in accordance with the unique account details you provide, we will not be responsible if the payment goes to the wrong account or is not processed because the details you have given are incorrect.
7.6 If a Card is associated with your Account, you may (depending on your permitted usage) use your Card to:
7.6.1 make cash withdrawals at an automatic teller machine (ATM);
7.6.2 pay merchants by a ‘point of sale’ transaction in-store or online, or over the phone; and
7.6.3 make payments using a mobile payment wallet (such as Google Pay or Apple Pay) on your device.
7.7 The amount of the payment, together with any applicable fees, will be deducted from the balance of your Account.
7.8 It is your responsibility to ensure that there is available balance on your Account for any payments. If there is not sufficient balance on your Account, we may refuse to process a payment. Should the Account at any time and for any reason have a negative balance, you shall repay the deficit amount immediately and in full.
7.9 Your use of our Services may be subject to certain limits, including the disablement of certain transaction types and spending limits. We and the Distributor have the right to review and change the limits on the Services at any time. You will be notified of any such changes via the Distributor’s Interface.
7.10 The time it takes for a credit transfer from your Account to arrive at its destination will depend on the currency, the time we receive your payment instructions and the location of the Account. Our usual processing times for payment are:
Payment
Processing time
Payment in sterling to an account in the UK
Within 2 hours or up to three Business Days depending on the type of payment made
Payment in sterling or euros to an account in the EEA
By the end of the next Business Day
All other payments in EEA currencies to accounts in the EEA
No later than 4 Business Days
Payments to accounts outside the EEA or in non-EEA currencies
3 to 5 Business Days depending on the country where funds are being sent to
8. Payment Authorisation
8.1 We will treat you as having authorised a payment by credit transfer from your Account if:
8.1.1 you authorised the payment by credit transfer through the Distributor’s Interface by using your security credentials;
8.1.2 a Third Party Provider has initiated a payment from your Account; or
8.1.3 you have set up a Direct Debit payment to be taken from your Account with a merchant.
8.2 We will treat you as having authorised a payment by your Card if you use your PIN or
other security credentials personal to you or the Card to validate the payment.
8.3 We will be entitled to rely on your authorisation of a payment unless you notify the Distributor on becoming aware that money has been stolen from your Account or that your payment instructions have not been followed correctly. You must notify the Distributor as soon as possible but in any event within thirteen (13) months of the date of the relevant payment.
8.4 For most payments, once you have authorised a payment, the payment cannot be stopped or revoked.
8.5 There are certain circumstances where a payee may require the balance available on your Account to be greater than the value of the payment which you wish to make. Merchants may request this as they may need to access more funds than you initially planned to spend, for example when making a hotel or rental card reservations. You will only be charged for the actual and final value of the payment. In the event that a Merchant has prior authorisation on the Card, you will not have access to the authorised balance until the payment is completed or if sooner, up to a period of thirty (30) days. We will only block access to the exact amount of funds authorised by the relevant Card.
9. Direct Debit payments
9.1 Your Account may permit Direct Debit payments. “Direct Debit” is a service allowing a payee (such as a merchant) to collect pre-authorised funds from your Account electronically on agreed dates.
9.2 If Direct Debits are available to you, you can set up a Direct Debit payment by signing a Direct Debit mandate authorising the payee to collect payments from your Account.
9.3 It is your responsibility to ensure that there is available balance on your Account for any Debit Debit payments on the day they are due for payment. If the Account has insufficient balance, we may (at our discretion):
9.3.1 reject the Direct Debit payment;
9.3.2 retry the Direct Debit payment at a future date; or
9.3.3 allow the Direct Debit payment which may cause your Account to incur a negative balance. If this happens, you will be obliged to promptly repay us any negative balance on your Account.
9.4 You may cancel the Direct Debit mandate or other payments which are agreed to take place at a future date by providing the Distributor with sufficient notice of cancellation. This is usually by the end of the Business Day before the payment is due to take place. You may be charged a cancellation charge in accordance with Annex A (Charges) in these circumstances.
9.5 Cancelling the Direct Debit mandate does not cancel the underlying obligation to pay the payee under your contract with them. You will need to notify the payee taking the Direct Debit of your cancellation and make alternative payment arrangements with them.
10. Foreign exchange services
10.1 If a payment by Card is made in a currency other than the currency denomination of the Card, the value of the transaction may be converted into the currency of the Card by the relevant Card Scheme at a rate set by the Card Scheme. For Card usage conducted in other currencies (other than the currency of the Card), you shall accept the exchange rate used by the card scheme (e.g. Visa, Mastercard), which can be found on the card scheme’s website. Any changes in exchange rates may be applied immediately and without notice.
10.2 If we offer you Accounts in currencies other than British pounds sterling, you will be able to exchange an amount from one currency to other available currencies by transferring money to another Account. If we accept the credit transfer to another Account in a different currency, you will be legally bound by the transaction.
10.3 We may at our discretion refuse to permit the credit transfer if:
10.3.1 you have suffered an Insolvency Event;
10.3.2 we are unable to debit the Account with the amount of money you wish to exchange or it would cause the Account to have a negative balance;
10.3.3 if we have reason to believe that you are using our Services for investment or speculative purposes; or
10.3.4 where circumstances arise (or where we reasonably believe that they have arisen or will arise) which gives us the right to suspend Services or terminate these Terms.
10.4 If we execute the credit transfer at an exchange rate that is materially inconsistent with
the prevailing market rate as determined by us, we may (in our sole discretion):
10.4.1 make available a revised exchange rate to you instead of the erroneous rate;
10.4.2 decline to complete on the credit transfer based on the erroneous rate; or
10.4.3 cancel any credit transfer that has been completed using the erroneous rates.
10.5 If you become aware or suspect there to be an erroneous rate, you must notify the Distributor immediately.
11. Refund of unauthorised or incorrect payments
11.1 If it is shown that a payment was not authorised by you, we will refund the amount of the unauthorised payment and any fees and charges so that your Account is put in the same state it was in immediately before the unauthorised payment was made.
11.2 We will refund you as soon as possible and no later than the end of the Business Day after you notify us of the unauthorised payment.
11.3 If we reasonably suspect you have acted fraudulently, we are not obliged to refund you.
11.4 You will not be responsible for any losses you incur on an unauthorised payment and we will refund the amount of the payment if:
11.4.1 the payment occurred after you notified the Distributor of the loss, theft or misappropriation of the Card or your security credentials or the Distributor failed to provide you with an appropriate a way to notify them that this has occurred;
11.4.2 you used the Card in a distance contract, for example, for an online purchase; or
11.4.3 We or the Distributor were required by Applicable Law to apply Strong Customer Authentication but failed to do so.
11.5 In some cases you may be responsible for In certain circumstances an unauthorised payment on your Account. We may require you to pay up to a maximum of £35 (for a GBP-denominated Account) (or EUR 50 in the case of a EURO-denominated Account) for any losses incurred by you using your Card or Account unless:
11.5.1 the loss, theft or misappropriation of the Card was not detectable by you before the unauthorised payment took place;
11.5.2 the losses were caused by an act or omission of any employee or agent of ours or any person which carries out activities on our behalf.
11.6 You will be liable for all losses incurred in respect of an unauthorised payment if you have acted fraudulently or you have intentionally or carelessly failed to notify the Distributor of the loss, theft or misappropriation of the Card or your security credentials.
11.7 If our investigations show that any disputed payment was authorised by you or you may have acted fraudulently or carelessly, we may reverse any refund made by giving you reasonable notice.
11.8 If you notify the Distributor that a payment has been made incorrectly, we will refund the amount of the unauthorised payment and any fees and charges so that your Account is put in the same state it was in immediately before the unauthorised payment was made. This will not apply if:
11.8.1 you fail to notify us of the incorrect payment as soon as possible and in any case within thirteen (13) months after the date of the payment;
11.8.2 the unique account details for the payee were incorrect. We will make reasonable efforts to recover the funds and may charge a fee to cover our costs in doing so; or
11.8.3 we can show that the payment was actually received by the merchant’s payment service provider.
11.9 If you believe there has been an error with a Direct Debit payment, you must notify the Distributor as soon as possible. If an error has occurred, we will refund you the amount paid from your Account. This includes refunds for payments taken on the wrong date, amount, or frequency, or after a direct debit instruction has been cancelled.
11.10 If money is paid into your Account by mistake, we can deduct it from your Account without prior notice to you.
12. Refunds for payments by Card
12.1 Where you have agreed to pay a third party using your Card, you may claim a refund for the amount of the payment provided that your authorisation did not specify the exact amount when you authorised the payment, and the amount of the payment exceeded the amount that you could reasonably have expected it to be, taking into account your previous spending pattern on the Card and the relevant circumstances.
12.2 To qualify for a refund:
12.2.1 the refund must be requested from the Distributor within eight (8) weeks of the amount being deducted from the Account; and
12.2.2 the person you paid is located in the EEA.
12.3 Any refund or refusal of a refund will be provided by the Distributor within 10 Business Days of receiving your request, or within 10 Business Days of receiving any information requested from you concerning the refund.
13. Limitation of liability
13.1 Subject to clause 11, our liability to you under or in connection with these Terms (whether in contract, tort (including negligence) or otherwise), will be limited as follows:
13.1.1 we are not liable for any loss of profit, business or revenue (whether direct or indirect), nor for any indirect or consequential loss;
13.1.2 we are not liable for any loss you suffer as a result of something that is outside our reasonable control, including where you lose or disclose your PIN or other security credentials (subject to clause 11);
13.1.3 where money is taken from your Account incorrectly due to our failure, our liability is dealt with in clause 11;
13.1.4 if your Card is defective, our liability is limited to replacing it free of charge, or (if you wish) to closing the Account and returning the amount in it to you;
13.1.5 we will not be responsible for the Services being unavailable, as we make no promise or guarantee that the Services or your access to them will always be available;
13.1.6 we accept no responsibility for any delays attributed to the late arrival of funds or instruction of payments relative to the cut off times of the designated bank or for delays or faults due to the clearing banks or banking systems;
13.1.7 we are not liable for any charges of correspondent banks or payment service providers that you incur by sending money to your Account;
13.1.8 in all other circumstances (save to the extent mandated by Applicable Law) our liability is limited to a refund of the amount in your Account.
13.2 Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, or liability as result of fraud or to the extent that the liability may not be excluded or limited by any Applicable Laws.
14. Suspension of Services or refusal of a payment
14.1.1 We may at any time suspend, restrict or refuse any use of an Account or a Card where:
14.1.2 we are concerned about the security of, or access to, your Account(s) or Cards;
14.1.3 we reasonably suspect that, your Account(s) or Card(s) are being used without authorisation, illegally or in a fraudulent manner;
14.1.4 you haven’t given us the information we need or we believe that any of the
14.1.5 information that you have provided to us was incorrect or false;
14.1.6 we are required to do so for the security of our systems or to comply with the law;
14.1.7 you have materially breached these Terms;
14.1.8 there is an insufficient balance on your Account for the payment or otherwise breach any Limit; or
14.1.9 If an Insolvency Event has been commenced against you or we reasonably believe that you are at risk of such an event occurring.
14.2 Where it is legally permissible to do so, the Distributor will notify you as soon as reasonably practicable of any refusal of the Services and give you reasons for doing so. Where the refusal is reasonably justified, a charge may be incurred as set out in Annex A (Charges).
15. Third Party Providers
15.1 You may permit open banking providers and other third-party providers to have access
to your information on your Account or to make payments on your behalf from your Account (“Third Party Provider” or “TPP”). If we are concerned about unauthorised or fraudulent access by a TPP, we may deny access to any TPP. We will notify you as soon as possible before we deny service (unless it is not reasonably practicable to do so) or subsequently to our denial, unless doing so would compromise security or is unlawful.
16. Fees and charges
16.1 You are liable for paying all fees for your use of the Services as charged to you by the Distributor. Additional charges may be charged for the Services as set out in the table in Annex A (Charges).
17. Ceasing to provide Services
17.1 Dormant Accounts. We may close your Account (and stop providing Services) by giving you at least two (2) months’ notice if there have been no transactions on your Account for twelve (12) months.
17.2 Termination. We can terminate our Services and close your Account immediately:
17.2.1 if you breach these Terms; or
17.2.2 if any of the circumstances entitling us to suspend or refuse Services to you apply; or
17.2.3 if the Distributor notifies us that its agreement with you has terminated.
17.3 We may terminate these Terms at any time and for any reason by giving you not less than two (2) months’ written notice.
17.4 You can terminate these Terms and close your Account(s) at any time and for any reason by cancelling your agreement with the Distributor.
17.5 Upon the effective date of termination:
17.5.1 you will no longer be able to use the Services;
17.5.2 you may redeem the balance of your Account by transferring it to another account of the same currency in your name, less any amounts which are due and owing to us.
17.6 We may charge dormant account charges as published in Annex A (Charges). We may also charge for any redemption of e-money after a period of twelve (12) months’ of termination of these Terms.
17.7 If we hold a balance on your Account for you for more than twelve (12) months after termination of these Terms, we shall use reasonable endeavours to contact you to redeem the e-money and return the corresponding funds to you. You may redeem any e-money at any time prior to six (6) years after termination of these terms after which time your claim for redemption shall be extinguished.
18. Changes to these Terms
18.1 We may change these Terms for any reason by the Distributor or us giving you notice. You will be deemed to have accepted the changes if you raise no objection before the notice expires. You may terminate these Terms and close your Account by giving notice at any time if you do not accept them.
18.2 For all changes relating to payment services and e-money (including fees and Limits), we will give two (2) months notice. Otherwise we may provide less notice of any change.
19. Complaints
19.1 If you are not happy with the Services provided, we recommend you address your complaint to the Distributor in the first instance to ensure your concerns are addressed promptly.
19.2 If the Distributor is unable to resolve your concerns, you may request the complaint be escalated to us for consideration. All complaints follow our complaints procedure.
19.3 We will endeavour to handle your complaint fairly and within our stated timeframes. If you are not satisfied with the outcome, you may contact the Financial Ombudsman Service within six-months of the date we sent (or should have sent) our final response to you. The address for the Financial Ombudsman Services is: Exchange Tower, London E14 9SR. Details of their services are available at http://www.financial-ombudsman.org.uk.
20. Other important terms
20.1 Communications. The Terms and all communications will be in English. You may request a copy of these Terms from the Distributor at any time.
20.2 Interpretation. Clause headings shall not affect the interpretation of these Terms and references to clauses are to the clauses of these Terms. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time and reference to a statute or statutory provision shall include all subordinate legislation made from time to time.
20.3 What if something unexpected happens? We shall have no liability to you under these Terms or otherwise if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts beyond our reasonable control, including, without limitation, strikes, lockouts or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, or civil commotion, provided that you are notified of such an event and its expected duration.
20.4 Privacy. You agree that we can use your personal data in accordance with these Terms and our privacy policy, which is set out on https://www.railsr.com/privacy-policy. This privacy policy includes details of the personal information that we collect, how it will be used, and who we pass it to. You can tell us if you do not want to receive any marketing materials from us.
20.5 We may transfer this agreement to someone else. We may transfer our rights and obligations under these Terms at any time and without prior written notice to you. These Terms are personal to you and you may only transfer your rights or your obligations to another person if we agree to this in writing.
20.6 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
20.7 Illegality. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
20.8 Delay in enforcement. If we delay in taking steps against you for a breach of these Terms, we shall not be taken to have waived your breach and does not prevent us taking steps against you at a later date.
20.9 Applicable law. These Terms are governed by English law and, by using our Services, you agree to submit to the exclusive jurisdiction of the courts of England and Wales.
21. Definitions
21.1 Unless otherwise defined in the body of these Terms, the following definitions apply:
“Applicable Laws” means, in respect of a person, all applicable laws and regulations in any jurisdiction to which that person is subject in respect of the performance of its obligations under these Terms;
“EEA” means the European Economic Area;
“Insolvency Event” means with respect to a person, (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that party’s assets; (d) a creditor or encumbrancer attaches or takes possession of the whole or any part of that party's assets which is not discharged within fourteen (14) days; or (e) any event occurs, or proceeding is taken, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (d) above; and
“Strong Customer Authentication” means the additional authentication steps which we are obliged to carry out on your Account to make your Account more secure required under Regulation 100 of the Payment Services Regulations 2017.
Annex A – Charges
CHARGES
Handling fee for cancelled or refused payments
GBP 5.00 per transaction
Dormant account (post-termination)
GBP 5.00 per account per month
Redemption Fee (12 months post-termination)
GBP 10.00 on redemption
Part 7 – Booking Module
1. Definitions
1.1 The following definitions apply in this Schedule 2 Part 7:
“Booking”
a booking made via the Booking Service by the Customer Client.
“Booking Fee”
a fee charged by the Customer, payable by the Customer Client to the Customer, in relation to each Booking made via the Booking Service.
“Booking Service”
the Kasha Services supplied under this Part 7 of Schedule 2 which allow the Customer to manage Bookings.
1.2 Unless otherwise defined in this Schedule 2 Part 7, expressions defined in the body of the Terms and Conditions (or the other Schedules) and used in this Schedule 2 Part 7 have the meaning set out in the body of the Terms and Conditions (or the other Schedules).
2. Specification
2.1 Kasha shall ensure that the Booking Service is designed to operate in accordance with this Agreement in all material respects.
3. Booking Service
3.1 Kasha confirms that the Booking Service has been designed to assist the Customer to manage Booking availability, set booking rules (such as cancellation policies), and manage Customer communications.
3.2 The Customer acknowledges that it is solely responsible for:
3.2.1 ensuring that its booking rules, policies, and terms are accurately reflected in the Booking Service; and
3.2.2 promptly updating its availability, booking terms, and other relevant settings in the Booking Service.
4. Fees and Payment
4.1 The Customer shall pay Kasha a fixed fee for each Booking received from Customer Clients, as set out in the Pricing Schedule, such fee to be classed as a Module-Specific Transaction Fee.
4.2 Where the Booking Fee is paid to the Customer at the time of the transaction:
4.2.1 the fixed fee due to Kasha shall be charged automatically at the time of each transaction;
4.2.2 the Customer shall ensure that Kasha has real-time access to data relating to all Booking Fees made through the Booking Module, and warrants that such data is accurate and complete in all respects; and
4.2.3 for audit and reconciliation purposes, the Customer shall, by the tenth day of each month, provide Kasha with a monthly report detailing all Booking Fees from the previous month.
4.3 Where the Booking Fee is not paid to the Customer at the time of the transaction or where there is no Booking Fee:
4.3.1 by the tenth day of each month, the Customer shall provide Kasha with a monthly report detailing all Bookings and Booking Fees from the previous month, which the Customer warrants is accurate and complete in all respects; and
4.3.2 Kasha shall invoice the Customer for the Module-Specific Transaction Fee monthly in arrears and the Customer shall pay the Module-Specific Transaction Fees under clause 10.5 of the Terms and Conditions.
Part 8 – Invoicing Module
1. Definitions
1.1 The following definition applies in this Schedule 2 Part 8:
“Invoicing Service”
the Kasha Services supplied under this Part 8 of Schedule 2 which allow the Customer to generate and submit invoices to the Customer Clients.
1.2 Unless otherwise defined in this Schedule 2 Part 8, expressions defined in the body of the Terms and Conditions (or the other Schedules) and used in this Schedule 2 Part 8 have the meaning set out in the body of the Terms and Conditions (or the other Schedules).
2. Specification
2.1 Kasha shall ensure that the Invoicing Service is designed to operate in accordance with this Agreement in all material respects.
3. Fees and Payment
3.1 The Customer shall pay to Kasha certain fees in respect of the Invoicing Service, as set out in the Pricing Schedule, such fees to be classed as Module-Specific Transaction Fees. These may include:
3.1.1 open banking and banking transactions;
3.1.2 card transactions (which may be subject to a minimum charge per transaction); and
3.1.3 cash invoices, which may be subject to a maximum number of invoices per month.
3.2 By the tenth day of each month, the Customer shall provide Kasha with a monthly report detailing all transactions from the previous month for which the Module-Specific Transaction Fees are due under this Schedule 2 Part 8, which the Customer warrants is accurate and complete in all respects.
3.3 Kasha shall invoice the Customer for the Module-Specific Transaction Fees monthly in arrears and the Customer shall pay Kasha’s invoice under clause 10.5 of the Terms and Conditions.
4. Liability and disclaimers
4.1 Kasha shall have no Liability for:
4.1.1 errors, omissions or inaccuracies in invoices caused by the Customer’s inputted data;
4.1.2 delayed, failed, or disputed payments caused by third parties in the payments supply chain; or
4.1.3 any failure by the Customer to meet its legal, tax or regulatory obligations relating to invoicing.
Part 9 – Business Accounts Module
1. Definitions
1.1 The following definition applies in this Schedule 2 Part 9:
“Business Accounts Services”
the financial management services provided by Kasha, including transaction tracking, expense management and financial reporting.
1.2 Unless otherwise defined in this Schedule 2 Part 9, expressions defined in the body of the Terms and Conditions (or the other Schedules) and used in this Schedule 2 Part 9 have the meaning set out in the body of the Terms and Conditions (or the other Schedules).
2. Specification
2.1 Kasha shall ensure that the Business Accounts Services are designed to operate in accordance with this Agreement in all material respects.
2.2 Kasha does not provide financial advice or tax consultancy services, and the Customer is solely responsible for ensuring the accuracy of its financial records.
3. Fees and payment
3.1 The Customer shall pay to Kasha the Add-On Fees relating to the Business Accounts Services as specified in the Pricing Schedule.
3.2 The Customer shall pay the Add-On Fees under clause 3.1 of this Schedule 2 Part 9 monthly in arrears and the Customer shall pay Kasha’s invoice under clause10.5 of the Terms and Conditions.
4. Liability and disclaimers
4.1 Kasha shall have no Liability for:
4.1.1 any loss or damage resulting from errors or omissions in Customer Data inputted into the Business Accounts Services;
4.1.2 any financial decisions made by the Customer.
5. Termination
5.1 Upon termination of this Agreement, Kasha shall continue to provide the Customer with access to the Business Accounts Services, and the Customer shall continue to pay Kasha the applicable Fees for the Kasha Services, until such time as all remaining funds have been withdrawn from or depleted in the Customer’s account. The terms of this Agreement shall continue to apply to Kasha and the Customer until all remaining funds have been withdrawn from or depleted in the Customer’s account.
5.2 The Customer must cease all use of the Business Accounts Services and will lose access to its account once all funds have been withdrawn from or depleted in the Customer’s account and the Agreement has been terminated in accordance with clause 5.1.
Part 10 – Registered Office Module
1. Definitions
1.1 The following definition applies in this Schedule 2 Part 10:
“Correspondence”
formal written communication exchanged between the Customer and any UK governing bodies, namely:
a) Companies House;
b) HM Revenue & Customs (HMRC);
c) HM Court documents (including Tribunals Services and Sheriff Court;
d) Office for National Statistics (ONS);
e) Information Commissioner’s Office (ICO);
f) Department of Work & Pensions;
g) Government Gateway;
h) Intellectual Property Office (IPO);
i) Ministry of Justice;
j) The Pensions Regulator (TPR);
k) The Insolvency Service; and
l) UK Border Agency.
“Nominated Address”
the physical address designated by Kasha for use as a registered office by Customers who subscribe to the Registered Office Module.
“Registered Office Service”
the service provided by Kasha whereby the Customer may use Kasha’s Nominated Address as its registered office address for Correspondence.
1.2 Unless otherwise defined in this Schedule 2 Part 10, expressions defined in the body of the Terms and Conditions (or the other Schedules) and used in this Schedule 2 Part 10 have the meaning set out in the body of the Terms and Conditions (or the other Schedules).
2. Provision of registered office address
2.1 Kasha shall permit the Customer to use the Nominated Address as its registered office address.
2.2 Kasha shall receive Correspondence addressed to the Customer at the Nominated Address, scan such correspondence, and forward digital copies to the email address specified in the Customer’s account.
2.3 Kasha shall not be responsible for storing original documents unless otherwise agreed in writing.
2.4 The Customer is solely responsible for maintaining any official records and its own compliance obligations. Kasha does not provide company secretarial or legal services.
3. Customer obligations
3.1 The Customer shall:
3.1.1 ensure that its use of the Nominated Address complies with Applicable Laws; and
3.1.2 promptly update its records with Companies House and other authorities if it ceases to use the Registered Office Service or if this Agreement is terminated.
4. Termination
4.1 Upon termination of this Agreement:
4.1.1 the Customer shall cease using the Nominated Address as its registered office within five (5) Business Days; and
4.1.2 Kasha shall not be obliged to forward any correspondence received after five (5) days from termination of this Agreement.
Start, Run and Grow with Kasha. The all-in-one business super-tool.
Kasha is a trading style of Kasha Services UK Limited and Kasha Financial Services UK Limited, companies registered in the UK with company numbers 15831561 and 16213212 respectively. Registered trading address: Marine House, 151 Western Road, Haywards Heath, RH16 3LH.
Kasha Financial Services UK Limited is a distributor of PayrNet Limited, a company registered in England and Wales with company number 09883437. PayrNet Limited is authorised by the Financial Conduct Authority under the Electronic Money Regulations 2011 (FCA reference 900594) for the issuing of electronic money and payment services.