Terms of Service

1. Who this agreement is with

These terms are a contract between you (the “Customer”) and [LEGAL ENTITY NAME], registered at [REGISTERED ADDRESS], company number [COMPANY NUMBER] (“SecurePaymentz”, “we”, “us”).

By creating an account, accessing the sandbox, or using the platform, you agree to these terms. If you are agreeing on behalf of a company, you confirm you have authority to bind it.

Where we have signed a separate written agreement with you, that agreement governs and prevails over anything here that conflicts with it.

2. The services

We provide banking connector, merchant gateway, card programme and core banking software, together with the APIs, dashboards and documentation that support them (the “Services”).

We are a technology provider. We are not a bank, and we do not hold customer funds or provide banking services in our own name. Regulated activity is carried out by you, or by the licensed institutions you contract with.

We may improve, change or discontinue parts of the Services. For changes that materially reduce functionality you rely on, we will give you [NOTICE PERIOD] notice.

3. Sandbox and evaluation

The sandbox is provided for evaluation and development. It returns realistic API responses but moves no real money and creates no financial obligation.

Sandbox data may be reset or deleted at any time. Do not treat it as a system of record, and do not put real customer personal data into it.

Sandbox access is provided as-is, with no availability commitment and no support obligation beyond what we choose to offer.

4. Your account

You are responsible for everything done under your account, including by your team and anyone you grant access to.

Keep credentials and API keys secret. Never place a secret key in frontend code, a public repository, or anywhere it can be read by a third party. Tell us immediately at [SECURITY CONTACT] if you suspect a key has leaked, and rotate it.

We may suspend an account where we reasonably believe there is a security compromise, unlawful use, or a risk to the platform or other customers. Where practical we tell you first.

5. What you are responsible for

Using our software does not transfer your regulatory obligations to us. You remain responsible for:

• Your licensing position — holding the licences your activity requires, or operating lawfully under a sponsor or agent arrangement.
• Customer due diligence — KYC, KYB and ongoing monitoring of your own customers.
• Financial crime controls — sanctions screening, AML monitoring and reporting to your regulator.
• Your terms with your customers — including disclosures, complaints handling and dispute resolution.
• The accuracy of instructions you send us — we execute what your systems instruct.

6. Acceptable use

You may not use the Services to facilitate activity that is unlawful in any market you operate in, to process payments for activity you are not authorised to serve, to circumvent sanctions or financial crime controls, to attack or degrade the platform, or to gain access to data that is not yours.

You may not resell or expose raw access to the Services to a third party except as agreed in writing.

A full acceptable-use policy is available at [URL OR “on request”] and forms part of these terms.

7. Fees and payment

Fees, billing frequency and any minimum commitment are set out in your order form or plan. Unless stated otherwise, fees are exclusive of taxes, which you pay in addition.

Invoices are due within [N] days. Late amounts may accrue interest at [RATE] and we may suspend the Services after [N] days of non-payment, on notice.

We may change pricing with [NOTICE PERIOD] notice, effective at your next renewal. Fees already paid are non-refundable except where these terms say otherwise.

8. Term and termination

These terms run from the day you first use the Services until terminated.

Either party may terminate for convenience with [NOTICE PERIOD] written notice, or immediately for a material breach the other party has not fixed within [N] days of being told about it.

On termination we stop providing the Services and you stop using them. You may export your data for [N] days after termination, after which we delete or anonymise it, subject to retention we are legally required to keep.

Sections that by their nature should survive termination do so — including confidentiality, liability, indemnity and governing law.

9. Your data

Your data stays yours. We process it to provide the Services, and under our written data processing terms where we act as processor. See the Privacy Policy.

You can export accounts, balances and full transaction history in standard formats at any time. There is no lock-in clause on your own records.

We may use aggregated, de-identified operational data to run and improve the platform. This never identifies you or your customers.

10. Confidentiality

Each party will protect the other’s confidential information with at least the care it applies to its own, and use it only to perform this agreement.

This does not cover information that is public through no fault of the receiving party, was already known to it, or is independently developed.

Where disclosure is legally compelled, the disclosing party will give notice where it lawfully can.

11. Intellectual property

We own the Services, our software, documentation and brand. You own your data, your product and your brand.

We grant you a non-exclusive, non-transferable right to use the Services during the term, for your own business.

If you send us feedback, we may use it to improve the Services without obligation to you. Feedback never includes your confidential information unless you say so.

12. Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care, and in line with any service levels agreed in writing.

Beyond that, the Services are provided “as is”. We do not warrant uninterrupted or error-free operation, and we are not responsible for delays or failures caused by banks, card networks, or other third parties outside our control.

The sandbox carries no warranty at all.

13. Limitation of liability

Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.

Subject to that, neither party is liable for indirect or consequential loss, loss of profit, loss of business, or loss of anticipated savings.

Each party’s total liability in any [12-month period] is capped at [CAP — e.g. fees paid in the preceding 12 months].

14. Indemnity

You will indemnify us against claims arising from your use of the Services in breach of these terms, from your regulatory obligations, or from your relationship with your own customers.

We will indemnify you against third-party claims that the Services infringe their intellectual property, provided you tell us promptly and let us handle the defence.

15. Changes to these terms

We may update these terms. We will change the “last updated” date, and for material changes we will give you [NOTICE PERIOD] notice by email or in the dashboard before they take effect.

If a material change is unacceptable to you, you may terminate before it takes effect without penalty.

16. Governing law and disputes

These terms are governed by the laws of [JURISDICTION], and the courts of [VENUE] have exclusive jurisdiction.

Before starting proceedings, both parties will try in good faith to resolve the dispute by escalating it to senior representatives for [N] days.

17. Contact