Terms of Service (for Consumers & Merchants)
Last updated - March 31, 2023

These Terms of Service tell you about your legal rights and responsibilities; our legal rights and responsibilities; and certain key information required by law when you use our Services and access our Platform. Please read these Terms of Service carefully.

In some areas you will have different rights under these Terms of Service depending on whether you are a Consumer or Merchant. Provisions specific to CONSUMERS only are in CLARET and those specific to MERCHANTS only are in RED. The rest of the terms apply equally to all users.

1. Introduction

About us

1.1 - Atoa Payments Ltd is a payment technology company, not an authorised Payment Initiation Services Provider ("PISP"). Atoa Payments Ltd is a company incorporated and registered in England and Wales with company number 13910811, whose registered office is 85 Great Portland Street, First Floor, London, W1W 7LT ("we", "us", "our" and "Atoa").

1.2 - Payment Initiation Services ("PIS") within Atoa's Platform are solely provided by Yapily Connect Ltd, an FCA authorised PISP and company incorporated and registered in England and Wales with company number 11598433, and authorised and regulated by the Financial Conduct Authority (FCA), with reference number 827001, whose registered office is 2 Westland Place, C/O Yapily, London, N1 7LP ("Yapily").

Our contract with you

1.3 - These Terms of Service apply to you when you use our Platform to make payments as a Consumer and when you sign up for and use our Platform as a Merchant. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1.4 - You must agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service that apply to you as a Merchant or Consumer before you use our Platform or Services.

1.5 - As Yapily is the PISP for your Transactions made using the Platform and Services, you are also agreeing to be bound by the current version of the Yapily Connect End User Terms as are in place from time to time and. These are third party terms and Atoa accepts no responsibility for them or for your acceptance of them.

1.6 - If you do not accept these Terms of Service, you may not use our Platform or Services.

2. Interpretation

In these Terms of Service:

2.1 - "Account" means a registered account with Atoa that a Consumer or Merchant may access via the Atoa Consumer App or Atoa Merchant App (as applicable) to use the Platform and Services;

2.2 - "Atoa Consumer App" means the Atoa mobile application which Consumers may download and use to connect their bank account to, in order to initiate payments to Merchants and other Consumers;

2.3 - "Atoa Merchant App" means the Atoa mobile application which Merchants may download and use to connect their bank to, in order to receive payments from Consumers;

2.4 - "Consumer" means those individuals that use our Platform and Services to initiate Transactions as an individual for purposes wholly or mainly outside of a trade, business, craft or profession;

2.5 - "Merchant" means those individuals or businesses that we have approved to use our Platform and Services to effect Transactions wholly or mainly for use in connection with trade, business, craft or profession;

2.6 - "Merchant Fee(s)" means a flat rate fee of 0.6% per Transaction charged by Atoa to the Merchant;

2.7 - "Payment Pack" means a pack provided by Atoa to Merchants, which includes, amongst other things, a stand for the QR Code, a guide to getting started and Atoa merchandise;

2.8 - "Payment Provider" means approved third-party payment providers including, but not limited to, Stripe, Inc.;

2.9 - "Platform" means our QR codes, websites ( www.atoa.me or www.paywithatoa.co.uk) accessed via the URL or via any web browser, the Merchant App and the Consumer App;

2.10 - "QR Codes" means a Quick Response Code provided by Atoa to Merchants to enable Merchants to effect Transactions;

2.11 - "Services" means our services provided via the Platform, which utilises open banking to enable Consumers to initiate payments from a chosen bank account directly into a Merchant or Consumer's nominated bank account;

2.12 - "Terms of Service" (also called "your agreement with us") means the legally binding agreement between you and us which consists of:

• our Website Terms of Use available here (www.paywithatoa.co.uk/website-terms);

• our Privacy and Cookies Policy available here (www.paywithatoa.co.uk/privacy);

• our Atoa Pay Privacy Policy when applicable here (www.paywithatoa.co.uk/atoa-pay-privacy-policy);

• the below Terms of Service;

2.13 - "Transaction" means any transaction between a Consumer and a Merchant or other Consumer on the Platform by which Atoa initiates a payment; and

2.14 - "You" means any user of our Platform, whether a Merchant or Consumer (also referred to as "you" or "your").

3. Contact Information

3.1 - You can get in touch with us by emailing us at hello@paywithatoa.co.uk If we need to contact you, we will normally do this via email. We will also get in touch with you in any other way that is personal to you and which you choose to be contacted, by indicating your preference in the Atoa Consumer App or Atoa Merchant App (as applicable). This may include SMS, push notifications, website notices or any other appropriate messaging service.

3.2 - Please tell us if your name or contact details change, including any email addresses, mobile phone numbers or other contact details, so we can keep in touch. If you do not, we will not be responsible if you do not get any information or notices from us.

4. Changes to our Terms of Service

4.1 - We may amend these Terms of Service from time to time. We may in the following circumstances, have to change the Terms of Service without telling you beforehand:

• To reflect changes in laws and regulatory requirements which apply to the Platform and Services, where such changes require us to change the Terms of Service in a manner which does not allow us to give reasonable notice to you; and

• To address an unforeseen and imminent danger related to defending Atoa, Consumers or Merchants from fraud, malware, spam, data breaches or other cybersecurity risks.

4.2 - We may also make other changes to any part of the Terms of Service, and we will give you reasonable notice of such changes via email, but we might also let you know by using SMS, online notifications or any other appropriate messaging service.

4.3 - You should check our Terms of Service often to stay informed of any changes that may affect you. You will need to accept the changes to the updated Terms of Service in order to continue to use our Platform and Services.You do not have to accept any changes.

4.4 - You do not have to accept any changes. You can always end your agreement with us without explanation or charge by contacting us at hello@paywithatoa.co.uk, before the change comes into effect. You can also end your agreement with us at any time after we make a change, but the change will apply to you until you do.

4.5 - If you keep using our Platform and Services after a change has been made, we will assume you have accepted the change.

5. Complaints

5.1 - Atoa is committed to providing you with the best service we possibly can, so if you have a suggestion for how we can improve, or you are disappointed with our Service, we want to hear from you. You can get in touch via hello@paywithatoa.co.uk.

6. Personal Data

6.1 - Atoa is the processor for any personal data processed to facilitate a Transaction. The Merchant is the controller for that data and is responsible for any disclosure or misuse of personal data. Where applicable, the Merchant's Privacy Policy shall be available on request from the Merchant.

6.2 - Any payment facilitated by Atoa is paid by the Consumer to the Merchant, or another Consumer via Yapily acting as PISP. For details of how Yapily may use your personal data, you should refer to their Privacy Policy as may be available on their website. The Merchant is responsible for the personal data entered when using the Platform. Both Merchants and Consumers acknowledge Atoa will not be held responsible for any disclosure or misuse of personal data by a Merchant.

6.3 - The Merchant is responsible for the personal data entered when using the Platform. Both Merchants and Consumers acknowledge Atoa will not be held responsible for any disclosure or misuse of personal data by a Merchant.

7. Intellectual Property Rights

7.1 - The materials and content comprising the Platform belong to us or our third-party licensors and you agree that you have no rights in the Platform or Services, other than the right to use and access the Platform and Services in accordance with these Terms of Service.

7.2 - You have a right to use and access the Platform for the purposes of these Terms of Service. Unless expressly permitted by us, you agree:

• not to copy, or attempt to copy the Platform;

• not to change, edit, modify or attempt to change, edit or modify the Platform in any way; and
• not to look for or access the underlying code of the Platform that we have not expressly published publicly for general use.

8. Access / Availability

8.1 - While we want you to be able to use the Platform and Services whenever you want, occasionally repairs, updates and maintenance on our systems may mean some or all of our Platform and Services won’t be available for a while or may mean the Platform and Services are slow for a short time. If you suffer a loss because of this, we will not be responsible for that loss.

8.2 - We cannot be held responsible for events that happen outside of our control. This includes outages or disruptions of the internet and telecommunications infrastructure which are beyond our control and can lead to interruptions in the availability of the Platform and Service.

9. Liability

9.1 - Although we will always try and give you the best service possible, we are not responsible for any loss or damage you suffer if we cannot perform our obligations under our agreement with you because of any:

• legal or regulatory requirements; or
• unforeseeable or unusual circumstances which are outside our (or our agents' and/or subcontractors') control and which we couldn't have avoided despite all efforts to prevent it – for example, industrial action or mechanical failure.

9.2 - We will be responsible for any loss or damage you suffer if it's a predictable outcome of us breaching our agreement with you, or if we fail to protect your information and keep it secure as required by relevant law(s). We will also be responsible for any obligation we have breached if we cannot limit or exclude that obligation as a matter of law.

9.3 - As the Platform is not a PISP and it is not a party to the Transactions that take place between Consumers and Merchants and is not liable for any Transactions that take place on the Platform. Atoa does not handle any funds that are sent between Consumers and Merchants.

9.4 - Each payment made by a Consumer is subject to the Consumer's bank's standard security checks, however Consumers should exercise caution when using the Platform to make payments to Merchants and other Consumers that they are familiar with. Merchants are responsible for their own credibility and ensuring the credibility of Consumers when using the Platform to receive payments and take care only to take payments from credible Consumers. You should use your own judgment, and seek professional advice if appropriate. Accordingly, you agree that Atoa is not responsible or liable to you for:

• any action (or inaction) resulting from use of or reliance on information or content displayed through the Platform and Services (or any loss or damage you suffer as a result); or
• any dealings you have with third parties (including the PISP and your bank and other service providers) through the Platform and Services.

9.5 - If you think that a payment initiated through us may have been incorrect, unauthorised, or not properly executed (perhaps due to delay or other error), then you need to contact us as soon as possible so that we can investigate.

9.6 - Subject to the foregoing and that which cannot legally be excluded, our total liability to you for all damages, losses or causes of action arising, by reason of or in connection with your use of our Platform and Services, shall be limited to £1,000.

10. Termination

10.1 - Your agreement with us will begin on the date you use our Platform/ Services and/or accept these Terms of Service, whichever is earlier, and will continue until terminated by us or you, as provided in this section.

10.2 - You can end your agreement with us and your use of our Platform and Services at any time without explanation or charge by contacting us via hello@paywithatoa.co.uk.

10.3 - Without limiting any other remedies, we may suspend, restrict or terminate your use of the Platform and our Services:

• where we suspect, or you have seriously or repeatedly broken any provision of our Terms of Service, or if you attempt or threaten to break any provision of the same;
• for routine maintenance and/or downtime (temporary suspension/downtime);
• for events outside of Atoa's control, including, but not limited to, hacking, governmental reasons and server issues;
• where Atoa decides to discontinue the Platform and/or Service; or
• at our discretion and without reason.

10.4 - We can also end our agreement with you and your use of the Platform and Services at any time without giving you a reason by giving you at least 14 days’ notice.

10.5 - If we suspend, restrict or terminate your use of the Platform and our Services, we will notify you via email, SMS or such other appropriate messaging service.

10.6 - Upon termination of your use of the Platform and our Services we will cease providing you with the Services and, whilst you will still be able to access the Atoa Consumer App or Atoa Merchant App (as applicable) to view historic Transactions, you will no longer be able to initiate or receive payments via the Platform, Atoa Consumer App or Atoa Merchant App (as applicable).

10.7 - All provisions of the Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, indemnity and limitations of liability.

11. General

11.1 - All the information we give you, and every communication we have with you, will be in English.

11.2 - If we choose not to enforce or rely on any of these Terms of Service at any time, we can still apply the terms again at any time.

11.3 - You may not enter into any contract on our behalf or bind us in any way. These Terms of Service are for your benefit only, not for the benefit of any third party of yours.

11.4 - If you breach these Terms of Service and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms of Service.

11.5 - These Terms of Service and any document referred to in them constitute the entire agreement between you and us relating to your use of our Platform and Services and supersede all prior understandings and agreements between parties. If a court or other authority decides that some of these terms are unlawful, the rest will continue to apply.

11.6 - If any provision of these Terms of Service is or becomes invalid, unlawful or unenforceable, that part of the Terms of Service will be severed from the rest of your agreement with us (which means we won’t be able to enforce that part of the agreement). However, the rest of the Terms of Service will continue to be valid and enforceable to the fullest extent permitted by law.

11.7 - We recommend that you print or download these Terms of Service and keep a copy so you can look at it in the future. The most up to date version of the Terms of Service are viewable via our Platform.

12. Governing law and jurisdiction

12.1 - These Terms of Service, their subject matter and their formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales.

12.2 - If there is a dispute you can bring claims against us in the English courts wherever you live. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.

13. Consumer Specific Terms

13.1 - Consumer App

• To register for a Consumer Account, Consumers must be 18 or over.
• In order to complete our Account registration process for the Consumer App, Consumers must download the Consumer App and register by providing their phone number and must verify their phone number via a one-time password. Once a Consumer has provided their phone number, they must provide us with: (i) their full name; (ii) date of birth; (iii) post code; (iv) a photograph of their valid passport or driving licence; and (v) a "selfie" photograph to help us verify the Consumer's identity; and (vi) email address ("Registration Information"). Consumers must provide accurate and up to date Registration Information.
• Once a Consumer has provided their Registration Information, they will be asked in the Consumer App to connect their bank account so that they can use their Account to send and receive payments. We connect Consumer's bank accounts by triggering an AIS API call with the Consumer's banking app using Yapily’s Open Banking licence.
• Consumers must, on request, provide such additional information and supporting documentation regarding its activities and identity as Atoa may reasonably determine to ensure compliance with applicable laws and regulations.

13.2 - Using the Platform

• Consumers must be 18 or over and reside in the United Kingdom to use our Platform.
• In accordance with our Terms of Use, Consumers may use the Platform to initiate payments to Merchants.
• Consumer may make payments using QR Codes. In order to make a payment using a QR Code, Consumers must scan the QR Code using their phone camera, which prompts a web browser to open on their phone. At this point, Consumers must enter the amount they wish to pay into the web browser and select their bank. Upon selecting their bank, Consumers will be redirected to their banking app to approve the payment. Once the Consumer has approved the payment, they will be redirected to the web browser where a success notification and e-receipt will be displayed.
• Consumers should exercise caution when paying new recipients and should only make payments to known merchants or individuals.
• By approving a payment you agree that Atoa shall incur no liability in situations where the consumer sends funds to the wrong person or non-delivery of product or services occurs.
• Consumers may:
  • make a payment by scanning a QR Code using the Consumer App. Consumers must open the Consumer App and click "Scan to Pay", which will open their camera on their phone and prompt them to scan the QR Code. Consumers will then be directed to enter the payment amount within the Consumer App, which will automatically redirect the Consumer to their banking app to approve the payment. Once the Consumer has approved the payment, they should return to the Consumer App where a success notification and e-receipt will be displayed.
  • make payments within the Consumer App. Consumers can send a payment by selecting a Platform user in their payment list and entering the payment amount, which will automatically redirect the Consumer to their banking app to approve the payment. Once the Consumer has approved the payment, they should return to the Consumer App where a success notification and e-receipt will be displayed.
  • request payments within the Consumer App, by selecting a Platform user in their payment list and entering the requested payment amount. This request will be sent to the relevant Platform user, who will receive a notification via their Consumer App, informing them that a payment is due.
• When using the Platform and Services, Consumers must:
  • ensure that all access details and information for use of the Platform and Services are kept confidential; and
  • comply with the Terms of Use.
• When Consumers make payments via our Platform, we may store their bank details in order to facilitate refunds.

13.3 - Refunds

• Consumers must contact Merchants should they wish to obtain a refund of sums paid in a Transaction. To initiate a refund, Consumers must provide Merchants with their account number and sort code.
• If the Consumer's bank does not support refunds via open banking, the Merchant may need to contact them via phone or email in order to process refunds.

13.3 - Disclaimer

• All information, content and material displayed on our Platform is provided for information only. We do not provide financial or professional advice and Consumers should not rely on information or content from our Platform or Services as the sole basis for making a financial decision or effecting a Transaction.

14. Merchant Specific Terms

14.1 - Merchant App

• To register for an Account, Merchants must be 18 or over and reside in the United Kingdom.
• In order to complete our registration process, Merchants must download the Merchant App and register by providing their name/ company name, date of birth, company number, address and email address ("Registration Information"). Merchants must provide accurate and up to date Registration Information.
• Merchants must on request provide such additional information and supporting documentation regarding its activities and identity as Atoa may reasonably determine to ensure compliance with applicable laws and regulations.
• Following receipt of the Registration Information, we will conduct our KYC ("Know Your Customer") checks, which may include a credit check with a credit reference agency, and if acceptable, approve the Merchant to use our Platform and receive our Services.
• Once approved, Merchants may use the Platform for Transactions.

14.2 - Using the Platform

• If a Merchant registers for an Account with our "Field Sales" team or via our website, they will receive a QR Code and Payment Pack within a reasonable timeframe after we approve them to use our Platform.
• In accordance with our Terms of Use, Merchants can use the Platform to accept payments from Consumers.
• When using the Platform and our Services, Merchants:
  • must ensure that all access details and information for use of the Platform and Services are kept confidential;
  • must comply with the Terms of Use;
  • acknowledge that the Platform and Services are strictly personal and limited to use for the receipt of payment of Merchant's own products and services;
  • authorise Atoa to submit Registration Information to Yapily to facilitate Transactions; and
  • are responsible for any Transactions they make on the Platform.

14.3 - Fees and payments

• Once approved to use the Platform, Merchants will be entitled to effect Transactions for 14 days free of charge, without incurring a Merchant Fee. Following this, Merchants shall pay the Merchant Fee for each Transaction in accordance with clause 14.3.2.
• Merchant Fees will be charged by direct debit every 30 days. We will generate and send an invoice to Merchants on the 1st day of every month and will take payment of the relevant Merchant Fees 5 days after the date of our invoice.
• The Payment Provider will charge a minimum fee of 30 pence for all direct debits made to us in accordance with clause 14.3.2.
• Without limiting any other remedies, we may suspend a Merchant's use of the Platform and our Services if a Merchant fails to pay any Merchant Fees on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
• We reserve the right, in our sole and absolute discretion, to change the Merchant Fee and charge additional fees in the future for a Transaction. We will provide Merchants with 30 days advance notice prior to any change in the Merchant Fee by sending the Merchant an email, providing notice through the Merchant App or by similar means.

14.4 - Refunds

• Merchants may initiate partial and full refunds of Transactions by choosing the relevant Transaction and selecting "refund" within the Merchant App. This will prompt the Consumer to provide their account number and sort code and once provided, a PIS call to the Merchant's bank will be initiated, which will refund the sums paid under the relevant Transaction. 
• All refunds initiated by a Merchant will be displayed in the monthly invoice that we send to Merchants.

14.5 -Taxes

• It is the Merchant's responsibility to determine what, if any, taxes apply to Transactions that the Merchant enters into through the Platform and Services, including but not limited to, income tax and value-added tax, or such equivalent tax in the Merchant's jurisdiction.
• It is solely the Merchant's responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority and Atoa shall have no liability in respect of the same.

14.6 - Use of Merchant's name and logo

• The Merchant grants Atoa a non-exclusive licence to use its name and logo on the Platform and in Atoa's promotional and marketing material, to identify the Merchant as a customer of Atoa
• All intellectual property rights in the Merchant's name and logo licensed under section 14.6.1 are and shall remain the property of the Merchant.

14.7 - Disclaimer

• Our Platform and Services are provided "as is" without any warranties (unless these terms state otherwise).  All information, content and material displayed through our Platform is provided for information only. We do not provide financial or professional advice and Merchants should not rely on information or content from our Platform or Services as the sole basis for making a financial decision or effecting a Transaction.

14.8 - Indemnity

• Merchants shall indemnify Atoa for all losses and liabilities, including legal fees, that arise from any claim or demand made by a third party due to or arising out of the Merchant's breach of (i) these Terms of Service; or (ii) violation of any law or the rights of a third party. We reserve the right to exclusive control over the defence of a claim covered by this section. If we use this right, then the Merchant will help us in our defence. The Merchant's obligation to indemnify under this section also applies to our subsidiaries, affiliates, officers, directors, employees, agents and third-party service providers.