Terms of Service.

Updated November 2023.

1. Welcome

1.1 Welcome to Lopay, which is owned and operated by Lopay Ltd (“we”, “Lopay“, “lopay”, “our” or “us”, as applicable) whose registered office is at 20-22 Wenlock Road, London, N1 7GU, United Kingdom. Our company registration number is 13384279. 

1.2 These terms, together with the terms of the applicable end user licence made available to you at the time you download the Lopay Merchant App, form the basis of an agreement between Lopay and any user of the Lopay Merchant App and Services (“user”, “you” or “your”) (“agreement”). 

1.3 By downloading the Lopay Merchant App, creating an Account and using our hardware and services, you agree to be bound by the terms and conditions set out below (the “terms”). Please ensure that prior to creating an Account and using the services, you have read and understood these terms and you are happy to be bound by them. If you do not agree to be bound by the terms, you should not use the services.

1.4 In addition, as part of your use of the Services, there may be other terms which apply to you and to which these Terms refer including:

1. our Digital Wallet Terms. These terms apply where you register your Lopay card with a Digital Wallet provider;

2. our Privacy Notice. This explains how we collect, use, and share information we collect about you when you use our Services.

1.5 The App and Services are for business use only and not for use by consumers.  All references to “you” or “your” in these Terms shall be deemed to include the entity, business or other organisation on whose behalf you are using the App or receiving payments and you promise to us that you have the necessary authority to bind that organisation to these Terms.

1.6 Our Services enable you to easily make and receive payments from your End Customers. Lopay is not a party to any agreement you conclude with your End Customers and you acknowledge and agree that you are solely responsible for ensuring that any terms you wish to incorporate in those agreements are communicated to the End Customer, together with the legality of all such terms.

1.7 We reserve the right to update our terms from time to time and so each time you use the App or Services, please check these Terms to ensure you understand the Terms which will apply at that time. These Terms were most recently updated on the date of posting that appears at the top of this page.

1.8 If you have any queries or concerns regarding these Terms, please contact us with the details at the end of this page, by using the web form on our website at https://lopay.com or by email at support@lopay.com.

2. Purpose

The purpose of the App and Services is to enable you to make and receive payments from your End Customers by allowing you to register for payment processing services with a third-party provider.

3. Age

You must be at least 18 years of age to create an Account and use the Services. By downloading the App and using the Services, you promise to us that you are at least 18 years old.

4. Registering an Account and using the Services

4.1 The Services can be accessed once you have installed the App and have registered an Account by completing the onboarding process within the App powered by our third-party payment processor Stripe, through whom payments are processed using the App. We will collect details relating to you and your business and conduct verification checks as part of our fraud monitoring, Anti-Money Laundering (“AML”) and Know-Your-Customer (“KYC”) obligations. We use Stripe to assist us with this verification process. By submitting your information and requesting an Account, you confirm you are happy for us to verify your information in this manner.

4.2 We reserve the right in our absolute discretion to refuse to register an Account without providing a reason.

4.3 As a result of this onboarding process, Stripe will have a direct contractual relationship with you to enable your acceptance of payments through Stripe’s Connect service via the App.  Stripe’s terms of service can be found at https://stripe.com/en-gb/connect-account/legal.  By becoming a registered user, you give us the authorisation to provide the Services to you and to communicate account and transaction data we collect from you to Stripe to enable Stripe to process your customer payments on your behalf.

4.4 You shall comply with any terms and conditions applicable to the use of any payment processor you register with or use in connection with the App (including where applicable those relating to Stripe, currently located at https://stripe.com/connect/account-terms, for which we provide you with an opportunity to review when registering with Stripe using the App).

4.5 You promise to us that you will not use the App or the Services in connection with any of the restricted activities described on our restricted businesses page and https://stripe.com/gb/restricted-businesses, as may be updated from time to time.

4.6 You acknowledge and understand that we, or our payment processor, have the right to decline any transactions you seek to initiate through our Services in our absolute discretion.

5. Purchase and Use of EPOS

5.1 Lopay makes available a range of electronic point of sale or “EPOS” hardware to enable you to take payment from your End Users (collectively “Card Reader Services”). Card Reader Services can be accessed once you have registered an Account and ordered a card reader from within the App. Card readers are provided by Stripe and as a result, Stripe will have a direct contractual relationship with you to enable your use of the card reader. By ordering a card reader you agree to comply with Stripe’s terms located at https://stripe.com/gb/terminal/legal. 

5.2 Where we supply you with Card Reader Services for free, you understand and acknowledge that you do not own the hardware and that such hardware is returnable upon conclusion of your agreement with us.

5.3 For certain EPOS hardware, we may offer you the ability to lease the hardware from us, subject to a separate agreement. Where you elect to lease EPOS hardware, you acknowledge and understand that you will not own the hardware but are fully liable for any damage or unreturned hardware provided to you.

5.4 Replacement hardware can be ordered either within the App or on our e-commerce store, at the prices displayed from time to time.

5.5 You understand and agree that you are responsible for the safe disposal of any hardware purchased from us at the end of its usable life in accordance with applicable WEEE regulations.

6. Fees and Fines

6.1 Lopay will provide the Services to you at the rates and fees (“Fees”) described in the App and on the Fee Schedule located at https://support.lopay.com/en/articles/5773636-uk-fee-schedule. The Fees include charges for Transactions (such as processing a payment) and for other events connected with your Account (such as handling a disputed charge). We may revise the Fees at any time. However, we will provide you with at least 30 days advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

6.2 In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your Account resulting from your use of Payment Processing Services in a manner not permitted by this Agreement or a Payment Method Provider’s rules and regulations.

6.3  You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority, including any value-added tax, goods and services tax, sales tax and applicable indirect and transactional taxes (“Taxes”) on the Services provided under this Agreement.

6.4 Where you are registered with the Lopay Rewards Scheme (see below), you may earn rewards in the form of reduced Fees. Rewards may be reclaimed against future (but not previous) Fees and be applied in the form of a reduction.

7. Intellectual property rights

7.1 Lopay is the owner and (where applicable) the licensee of all copyright, trademark and other intellectual property rights in the App, Services and any other content provided to you by Lopay. 

7.2 Those works are protected by copyright laws and treaties around the world. Subject to your complete and ongoing compliance with these Terms, we grant you a personal, non-transferable, non-exclusive, revocable, limited licence to:

(a) use and access the Services solely as permitted by these Terms; and,

(b) install, download and use our mobile applications in association with your use of the Services.

7.3 We reserve all rights not expressly granted to you by these Terms and except as permitted through the Services or as otherwise permitted by us in writing, your licence does not include the right to:

1. license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Services, or any content made available through the Services;

2. modify, prepare derivative works of, disassemble, decompile, or reverse engineer any part of the Services (except to the extent that this may not be prohibited by law); or

3. access the Services or any content made available through them (including via our website) in order to build a similar or competing website, product, or service, unless otherwise agreed or licensed by us.

7.4 ‘LoPay’ and the Lopay logo are trademarks of Lopay. These, together with the names and logos of any payment processor providers and all other trademarks and brands appearing on the App are owned by us or our licensors. No permission is given in respect of the use of any of these marks or brands, and any such use may constitute an infringement of the applicable holder’s rights.

7.5 All data you provide to us through your use of the App and Services (“Customer Data”) shall remain owned by you but you grant to Lopay and its affiliates a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, create derivative works of, and display the Customer Data solely to the extent necessary to provide the App and Services.

7.6 Lopay may use Derived Data for purposes of operating, analysing, improving, or marketing its Services. “Derived Data” means data that is collected, generated, or derived by Lopay as a result of your use of the App and Services, including but not limited to usage statistics, analytics, and performance data.

8. Loyalty Rewards Scheme

8.1 Where you have registered your Lopay Account with the Lopay Rewards Scheme you may be eligible to earn rewards in respect of qualifying purchases you make using your Lopay Card. 

8.2 Where you have a Lopay Card linked to your Account you understand and agree that you are automatically opted-in to the Lopay Rewards Scheme.

8.3 Rewards can be earned by using your Lopay Card to make qualifying purchases across our various retailers and partners. We reserve the right to add or remove qualifying partners at any time as well as to vary the level of reward earnt.

8.4 Rewards can be redeemed in the form of reduced Fees. For the avoidance of doubt, rewards effectively constitute a reduction in the Fee charged and do not have monetary value or apply as an offset to Fees charged.

8.5 All Rewards accrued via the Lopay Rewards Scheme expire within 2 years of Account inactivity. We reserve the right to reduce this period at our discretion but will provide advance notice to you if we do.

8.6 We reserve the right to withhold or cancel accrued Rewards if we determine your Account and/or your Rewards account to be in breach of our terms and acceptable use policy.

8.7 We may offer rewards, introductory offers and referral incentives in addition to the Lopay Reward Scheme. You acknowledge and understand that such rewards are discretionary and may be withdrawn by us at any time.

9. Availability of the App and Services

9.1 We try to ensure that our App is available at all times, but, of course, due to the inherent nature of internet-based services, we cannot guarantee this.

9.2 We do not guarantee that the Services will always be available or uninterrupted.

10. Your personal information and privacy

10.1 We collect and process certain personal information about you as a result of you using our App and Services. This is described in more detail in our Privacy Notice. 

10.2 We will also share your personal information with our third-party payment processor, Stripe. Stripe will process that information pursuant to its own terms of service and Stripe’s privacy policy, available at https://stripe.com/privacy. You acknowledge and understand that we have no control or responsibility over how Stripe processes your personal information.

10.3 We will also collect and process personal information about each End User who uses a Lopay Terminal to make purchases from you. Information on how we collect and process information about End Users is included within our Privacy Notice. You acknowledge that as we have no direct contractual relationship with End Users, that it is your responsibility to inform End Users about our Privacy Notice and will include a reference to sharing End User personal information with Lopay within your own privacy notice.

11. Acceptable use

11.1 You may use our Services and App for lawful purposes only. 

11.2 You may not use our Services or App in any way that breaches any applicable local, national or international law or regulation, or to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out in these Terms. 

11.3 You also agree not to access without authority, interfere with, damage or disrupt any part of our Services, App, or any network or equipment used in the provision of our Services or App.

11.4 It is the Merchant’s responsibility to distribute any gratuities received via our App or Services to their staff.

11.5 It is the Merchant’s responsibility to transfer any donations received via our App or Services to their specified charity and we reserve the right to request proof that they have made the correct transfers at any point.

12. Feedback that you provide to us

12.1 Any opinions or other feedback that you provide to us you acknowledge and agree that we have the right to display these across our own or partner media channels.

12.2 To the extent that such feedback is protected by intellectual property rights, you grant us a perpetual, worldwide, royalty-free licence to use, copy, modify, distribute, sell and disclose or sub-license to third parties any such feedback for any purpose related to our business or that of any of our licensors.

13. Suspension and termination

13.1 Failure to comply with the Acceptable Use section in these Terms constitutes a material breach of the Terms, and may result in us taking all or any of the following actions:

13.1.1 immediate, temporary or permanent withdrawal of your right to use our App and Services;

13.1.2 issuing a warning to you;

13.1.3 legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

13.1.4 disclosure of such information to law enforcement authorities as we reasonably feel is necessary.‍

13.2. The actions that we may take following your breach of such Terms are not limited to those described in the paragraph above and we may take any other action we reasonably deem appropriate.

14. Updates to the App and Services

14.1 We aim to update our App and Services regularly and may change the content at any time.

14.2 If the need arises, we may suspend access to our App and Services, or close them indefinitely. 

14.3 Any of the material on our App may be out of date at any given time, and we are under no obligation to update such material. This does not apply to any personal information that we hold about you.

15. Payment processors

15.1 We have no control over the actions or omissions of any third-party payment processor you register with or use in connection with the App, including Stripe, and make no promises in relation to the availability, quality or suitability of their services. 

15.2 Nothing in these Terms affects your legal rights in relation to any third-party payment processor that you use in connection with the App.

16. Our liability

16.1 We will not be responsible for any errors or omissions in relation to such content or for any technical problems you may experience with our App or our Services. We do not make any promises to you in relation to the availability of our apps, Services, EPOS hardware or services used by users to read the QR codes from the App.

16.2 We do not exclude or limit our responsibility to you for loss or damage where it would be unlawful to do so.  This includes any responsibility for:

16.2.1 death or personal injury caused by our failure, or our employees’, agents’ or subcontractors’ failure, to use reasonable care and skill; or

16.2.2 fraud or fraudulent misrepresentation.
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16.3 Except as set out in the paragraph above, we are not responsible for any loss or damage that you suffer as a result of your own breach of these Terms, or as a result of any IT hardware or software failure.  

16.4 To the extent permitted by law, we exclude all liability other than as set out above (whether arising in contract, in negligence or otherwise) for loss or damage which you or any third party may incur in connection with our App, Services, and any website linked to our App.  In particular, we will not be responsible or liable:

16.4.1 for any losses related to any business of yours including any indirect, consequential or special loss or damage; or lost data, profits, revenue, business, opportunity, goodwill, reputation or business interruption (regardless if indirect or direct); and

16.4.2 for any feedback you provide to us in connection with the App. 

‍16.5 Except as expressly set out above in this paragraph 14, our maximum aggregate liability to you under or in connection with these Terms, the App or the Services, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to £50 (fifty pounds sterling).

16.6 Where our App includes links to other sites and resources provided by third parties, these links are provided for your information only. 

17. General complaints, feedback and requests for further information

17.1 If you have any general complaints or wish to request further information about the App or the Services, please contact us using the contact details at the end of these Terms and we will do our best to resolve these.

17.2 Your suggestions about the App and Service are always gratefully received by us however you understand that we may use these without any obligation to compensate you for them and you are, of course, under no obligation to us to provide them.

18. Our right to vary these Terms

We may revise these Terms from time to time for any reason, including to reflect changes in relevant laws and regulatory requirements.  Any changes made to the Terms will apply 7 days after the date we post the modified terms on our website at https://lopay.com.  It is your responsibility to check that you have read and agree with the latest version of the Terms we have posted.

19. General

19.1 Severability.  If any part of these Terms is found to be unenforceable as a matter of law, all other parts of these Terms will not be affected and shall remain in force.  For the avoidance of doubt, should these Terms or any part of them be deemed void or voidable, this shall not affect the validity of any licence provided under these Terms.

19.2 Events or circumstances beyond our reasonable control.  If we are prevented or delayed from complying with our obligations under these Terms by anything you (or anyone acting on your behalf) does or fails to do or due to events or circumstances beyond our reasonable control then our inability or delay in performing our obligations will not be deemed to be in breach of contract.  Such circumstances include fire, flood and other acts of God, strikes, trade disputes, lockouts, restrictions of imports or exports, riots, accidents, disruption to energy supplies, civil commotion, pandemics and other public health crises, acts of terrorism or war,

19.3 Assignment.  You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

19.4 Waiver.  If you breach these Terms and we choose to ignore your breach, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach the Terms again.

19.5 Exclusion of third-party rights.  These Terms do not create any right enforceable by any person who is not a party to them (or any contract made under them), except that the provisions of these Terms may be enforced by any of our licensors in accordance with the Contracts (Rights of Third Parties) Act 1999.

19.6 Language.  These Terms may be presented to you in more than one language. However, the English language version of these Terms shall prevail.  The contract between us will be concluded in English.

19.7 Governing law and jurisdiction.  These Terms are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction in relation to any disputes or claims between us arising out of or in connection with these Terms (including non-contractual disputes or claims). 

20. Contact us

You may contact us:

– by email at business@lopay.com
– by using the web form on our website at https://lopay.com
VAT registration number: GB 298379725