This Terms of Service agreement applies to our products and services. It describes the rights and obligations of you and us and forms a legally binding contract between you and Atoa when you use our services. You must agree to these terms to use our services, if you don’t agree you must not use our services.
1. Definitions and interpretation
1.1 In these Terms of Service (“Terms”), the following terms have the meanings set out below (capitalised terms may be used in the singular or plural form).
1.1.1 “Account Information Service” (AIS) means a service to provide consolidated information on payment accounts held by you with another provider, as described in Clause 2.4. This may be marked as a “Bank Feed” service.
1.1.2 “Aggregation Services” means the aggregation of Transactions whereby funds from multiple Transactions are received into a Virtual Account and the net amount (after any applicable Refunds and Fees) is settled to you on a periodic basis.
1.1.3 “APP Scams Reimbursement Rules” means any applicable rules, regulations or industry codes relating to reimbursement of victims of Authorised Push Payment (“APP”) fraud scams (such as any requirements imposed by payment system operators or the Payment Systems Regulator).
1.1.4 “Atoa” (also “we”, “us” or “our”) means Atoa Payments Limited, a company registered in England and Wales (company no. 12345678) with its registered office at 30 Churchill Place, Canary Wharf, London, E14 5EU and authorised by the Financial Conduct Authority under the Payment Services Regulations 2017 (firm reference number 1007647) to provide payment initiation and account information services.
1.1.5“ClearBank” means ClearBank Limited of Borough Yards, 13 Dirty Lane, London SE1 9PA, who is Atoa’s banking partner providing the Virtual Account and related settlement services. ClearBank is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority (FRN 754568).
1.1.6 “Merchant” (also “you” or “your”) means the person or entity who enters into this agreement for the use of the Services.
1.1.7 “Merchant Fees” (or “Fees”) means the charges, fees and commissions payable by you for the Services, as set out in your Order Form (including any tiered pricing schedule) or as updated by Atoa from time to time in accordance with these Terms.
1.1.8 “Order Form” means a document (or online sign-up flow) executed by you and Atoa detailing the commercial particulars of your subscription (such as fees, service options, and any initial term).
1.1.9 “Payment Initiation Service” (PIS) means a service to initiate a payment order at the request of a user with respect to a payment account held at another payment service provider, as described in Clause 2.3.
1.1.10 “Payment System Rules” means the rules and operating guidelines of any payment network or system used in connection with the Services (for example, Faster Payments or other bank transfer systems), as updated by the relevant operators.
1.1.11 “Platform” means Atoa’s proprietary technology platform (including any web portal, mobile application or API) through which it provides the Services.
1.1.2 “Refund” means a reversal or credit of a Transaction amount back to the payer’s account (for example, due to a returned purchase or an erroneous payment).
1.1.13 “Services” means the payment-related services and platform features provided by Atoa under these Terms, including Payment Initiation Services, Account Information Services, and any related services or add-ons specified in an Order Form.
1.1.14 “Transaction” means a payment order or transfer of funds initiated or processed through the Services.
1.1.15 “Virtual Account” means a safeguarded bank account provided by ClearBank to Atoa (in Atoa’s name, with sub-ledgers or virtual identifiers for each merchant) to hold and distribute the proceeds of Transactions under the Aggregation Services. The Virtual Account is not a current or savings account, and no interest accrues on balances held. The Virtual Account provides no overdraft or credit facility, and funds in it are not protected by the Financial Services Compensation Scheme.
1.1.16 “Yapily” means Yapily Ltd, whom Atoa may use as a technical service provider to connect to banks’ open banking interfaces.
1.2 References to a clause or section are to clauses of these Terms unless stated otherwise. The headings in this agreement are for convenience and do not affect interpretation. “Including” (and similar terms) shall be construed without limitation. Any reference to a statute or regulation (such as the “PSRs” for the Payment Services Regulations 2017) is to it as amended or re-enacted.
1.3 In the event of any conflict between these Terms and any supplemental schedule or addendum expressly incorporated hereto (for example, any service-specific terms), the supplemental terms shall prevail for the scope of that service. Any terms contained in an Order Form (if applicable) shall prevail over these standard Terms to the extent of direct conflict, unless otherwise stated.
1.4 By signing an Order Form or otherwise indicating acceptance, you agree to be bound by these Terms as a legally binding agreement.
1.5 If you do not accept these Terms, you must not use or access the Services. If you are accepting on behalf of a company or organisation, you represent that you have the authority to bind that entity to this agreement.
2. Provision of Services
2.1 Scope of Services. Atoa will provide the Services to you in accordance with these Terms. Atoa acts as a provider of regulated payment services (specifically PIS and AIS) and related technical services; it is not a bank or deposit-holder. Nothing in these Terms or on our Platform shall be construed as creating any fiduciary or escrow relationship. You acknowledge that funds handled in the course of payment execution are not deposits and will not earn interest.
2.2 Regulatory Status. Atoa is authorised by the FCA to provide payment services as an Authorised Payment Institution (for PIS and AIS). Further details of our authorisation are available on the Financial Services Register. We will comply with our regulatory obligations under the PSRs and other Applicable Law in the provision of Services. For certain services we may be required to safeguard customer funds; we will notify you when safeguarding applies and will hold such funds in segregated accounts in compliance with the PSRs. You have no beneficial or proprietary interest in any account we use to provide the Services except as explicitly set out (for example, in the proportionate balance of a Virtual Account ledger attributable to you, per Clause 6.2).
2.3 Payment Initiation Services. When you use our Platform to request a payment from one of your customers (for example, when a customer scans your Atoa QR code or clicks a payment link), Atoa (through its connected APIs) will initiate a payment order from the customer’s bank account to your designated account. The customer will be redirected to, or prompted by, their own banking app or online banking service to authenticate and authorise the payment using strong customer authentication (e.g. biometric or PIN approval). Once the customer approves the payment in their banking interface, the payment is processed via the banking rails. Atoa’s role is to securely transmit the payment request to the customer’s bank via open banking APIs and to notify you of the status of the payment. You acknowledge and accept that the execution of each payment is ultimately subject to the customer’s bank’s processes and consent, and that Atoa does not guarantee that any payment order will be authorised or completed by the customer’s bank. A payment will be deemed successful (and funds will be received by you either directly or via the Virtual Account, as applicable) only once the customer’s bank has confirmed execution and not merely when Atoa informs you that the payment was initiated. Atoa will make available through the Platform records of transactions and status updates for your visibility.
2.4 Account Information Services (Bank Feed) (Optional). Atoa may offer you the option to use AIS for reconciliation and financial management purposes. If you opt-in to AIS (for example, by linking your bank account via the Platform and providing the required consent), Atoa will retrieve information from your designated bank account(s) such as account balances and transaction history. This information may be used by Atoa to provide features such as automatic matching of incoming payments (including non-Atoa payments) to your customer invoices or point-of-sale records (“reconciliation of ghost payments”). You will be informed of the specific data that will be accessed and the purpose, at the time you provide AIS consent. By enabling AIS, you grant Atoa the right to access and process your account data solely for the purposes you have approved (e.g. transaction reconciliation). All AIS access will be read-only; Atoa will not transfer or move funds in your account under AIS. You can withdraw any AIS consent at any time via the Platform settings or by contacting us, and upon withdrawal Atoa will cease accessing that account (except to the extent data has been already retrieved and stored, which will continue to be protected or deleted in accordance with our Privacy Policy and data retention policies). An AIS feature may be subject to additional fees as set out in your plan or Order Form (we will notify you if any such fee applies before you activate the feature).
2.5 Technical Providers. You acknowledge that Atoa may utilise third-party infrastructure or service providers to deliver the Services. In particular, Atoa uses Yapily as a technical connectivity provider for open banking APIs (and, prior to Atoa’s own FCA authorisation, Yapily acted as the regulated provider of PIS/AIS to you). Under these Terms, however, you are contracting solely with Atoa for the regulated Services, and Yapily now acts only as a technical service provider. Yapily’s role is invisible to your customers (payment prompts will identify Atoa as the payment initiator). We may change or add similar providers in the future. Any reference in these Terms to actions taken by Atoa includes actions we may delegate to such providers. Subject to Clause 11.4, Atoa will be responsible for the performance of its third-party technical providers in providing the Services to you, and there is no contractual relationship between you and Yapily or other backend providers under these Terms.
2.6 Onboarding and KYC. To use the Services, you must complete our sign-up and onboarding process and provide any information we reasonably require for our know-your-customer (“KYC”) and compliance checks (“Registration Information”). This may include details and evidence regarding your business registration, ownership, principal management, nature of business activities, and expected transaction volumes, as well as identity documentation for beneficial owners or directors. You confirm that all information that you provide to us is accurate and complete, and you will promptly update us of any material changes (for example, changes in bank account details, business address, contact information, or control of your business). Provision of the Services is conditional upon satisfactory completion of our onboarding checks and maintaining up-to-date information. We reserve the right to refuse to onboard or to suspend the Services if any required information is not provided or if we have concerns about fraud, financial crime, or regulatory compliance associated with your account.
2.7 Merchant Platform Account. Upon onboarding, you will be provided with access credentials to an account on the Platform (your merchant dashboard). You are responsible for maintaining the confidentiality and security of your login credentials and ensuring that only your authorised personnel access the Platform. Any actions taken through your account will be deemed authorised by you. You must notify us immediately if you suspect any unauthorised access to or misuse of your account. We may require multi-factor authentication or other security measures for account access; you agree to cooperate with such measures in the interest of security.
2.8 Service Availability. Atoa will use commercially reasonable efforts to make the Platform and Services available to you continuously, but no uptime or availability guarantee is given. From time to time, the Services may be unavailable due to planned maintenance, upgrades, emergency repairs, or failures of networks or equipment. Where feasible, we will give you advance notice of scheduled downtime via the Platform or email. Atoa shall not be liable for any unavailability or delay in the Services due to downtime of our systems or those of any third-party providers, provided that we make reasonable efforts to restore service. You acknowledge that certain aspects of the Services rely on third-party banking infrastructure (such as the Faster Payments network and banks’ APIs) which are outside of Atoa’s direct control; Atoa is not responsible for any unavailability, errors, or outages in those external systems, including any periods during which ClearBank’s systems or Yapily’s connectivity may be offline or not functioning properly.
3. Merchant Obligations and Prohibited Uses
3.1 Compliance with Laws and Policies. You agree to use the Services only for legitimate transactions with your bona fide customers, and in compliance with all applicable laws and regulations (including anti-money laundering, counter-terrorist financing, sanctions, and consumer protection laws). You represent that you are engaged in a lawful business and that you will not use Atoa’s Services to facilitate any illegal activity or in a manner that violates any law or regulation. You shall comply with any operational or security guidelines that Atoa may provide in relation to the Services, and with any applicable Payment System Rules insofar as they impose requirements on merchants. Where a Payment System Rule or an authority (such as the Payment Systems Regulator or FCA) requires you to take or refrain from an action (for example, to cooperate in an APP fraud reimbursement process), you agree promptly to comply with such a requirement.
3.2 Prohibited Activities and Transactions. You must not use the Services (or permit the Services to be used) for any activities or transactions that Atoa deems prohibited or high-risk. This includes, without limitation: (a) any fraudulent or illegal transactions; (b) transactions involving the proceeds of crime; (c) any use of Atoa as a payment intermediary for sales on third-party marketplaces (for example, using Atoa to process payments for items sold by others on platforms such as Facebook Marketplace, Gumtree or similar); (d) any business or activity that is on our prohibited list as notified to you from time to time (such as gambling operations without a licence, the sale of illicit drugs or counterfeit goods, etc.); or (e) any transaction that violates relevant Payment System Rules or network policies. We reserve the right to decline or reverse any Transaction that we reasonably suspect falls into a prohibited category, and/or to terminate or suspend the Services if you engage in such activities. Use of Atoa for payments related to consumer-to-consumer sales on external marketplaces is expressly prohibited, and any breach of this clause may result in immediate termination of your account. (For clarity, you may use Atoa for e-commerce transactions for your own goods and services on your owned website or store, but not to route payments between third parties as an intermediary.)
3.3 Know Your Customer Confirmation. In certain cases (for example, when remote payments are made via links or QR codes), Atoa may prompt the end-customer to confirm that they know and trust the Merchant before proceeding. This measure is intended to reduce the risk of APP fraud where a payer is tricked into paying an unfamiliar party. You agree that Atoa may include such confirmations in the customer payment flow at its discretion. You must not encourage or assist your customers in bypassing or ignoring such fraud warnings or confirmations. However, you remain solely responsible for the nature of your relationship with your customers and for ensuring that you are providing goods/services as promised. Atoa’s facilitation of a “Trust this business” confirmation (or lack thereof) does not make Atoa responsible for any fraudulent activity by you or any customer.
3.4 Cooperation and Information Provision. You agree to provide Atoa with any information and assistance reasonably required to investigate and resolve any suspected fraudulent activity, disputed Transactions, or compliance inquiries. If you become aware of any fact suggesting that a Transaction may be unauthorised, in error, or related to fraud (for example, if a customer indicates they were tricked into a payment), you must notify Atoa without delay. You shall cooperate in good faith with Atoa, ClearBank, law enforcement, or regulators in any investigation of such incidents. Atoa may, from time to time, request information from you to comply with obligations under the APP Scams Reimbursement Rules or other regulations – for instance, details about a particular Transaction, or evidence that you fulfilled an order – and you agree promptly to provide truthful and complete information in response.
3.5 Suspension for Fraud or Breach. Atoa may suspend your access to the Services or hold settlement of funds (including any funds in a Virtual Account) immediately and without prior notice if: (a) we reasonably suspect that you (or your account) are involved in fraud, money laundering, or other illicit activities; (b) we receive notice of or detect suspicious activity, unauthorised Transactions, or fraud complaints relating to your use of the Services; (c) you are in material breach of these Terms or of any law or regulation; or (d) required to do so by law or at the direction of a regulatory or law enforcement authority. We will make commercially reasonable efforts to investigate any such situation and, if permitted, inform you of the general reason for suspension and the steps (if any) needed to restore access. Suspension is a security measure; we acknowledge that suspension of payment Services may negatively impact your business and will only be done in good faith to mitigate risk. Where it is determined that a fraud or breach has occurred, Atoa may terminate this agreement for cause under Clause 13.2.
3.6 Merchant’s Products and Responsibilities. You are solely responsible for your relationships with your customers, including the quality, safety, and delivery of any goods or services you provide to them. Atoa does not have any control over or liability for the underlying transactions between you and your customers. You agree that you will handle customer disputes, complaints, or refund requests in good faith and in compliance with your own refund/cancellation policy and legal obligations. Atoa has no responsibility to resolve disputes between you and any customer for whom a payment is processed; however, if a dispute relates to the payment process (e.g. duplicate charges or technical errors in payment), we will assist in providing information to facilitate resolution. You must not represent to your customers that Atoa guarantees or endorses your products or services.
3.7 Account Security and Misuse. You shall use the Services and Platform only in accordance with the documentation and instructions provided. You must not (and must not allow any third party to) do any of the following: (a) misuse the Platform by knowingly introducing viruses, trojans, spyware or other harmful code; (b) attempt to gain unauthorised access to the Platform or any accounts, systems or networks of Atoa or its partners; (c) use any automated system (e.g. bots or scripts) to extract data from the Platform (screen scraping) without our permission; or (d) reverse-engineer, decompile, or copy any software provided by Atoa except as permitted by law. You are responsible for ensuring that your employees or agents who use the Platform on your behalf are bound by and adhere to these Terms. If you become aware of any breach of security relating to the Services (such as loss of credentials or suspected unauthorised access), you must inform us immediately and take all reasonable steps to mitigate the breach.
4. Fees and Payments to Atoa
4.1 Fees and Pricing. You shall pay the Merchant Fees for the Services as set out in your Order Form (or as otherwise agreed in writing) or shown on screen when registering. Fees may include (i) a subscription fee for access to the Platform or certain feature bundles (charged e.g. monthly or annually), (ii) transaction fees (such as a percentage of each payment value and/or a fixed fee per transaction), and (iii) any applicable add-on fees for optional services (for example, use of AIS or other add-ons). All Fees are stated exclusive of value-added tax (VAT) or any other applicable sales taxes, which will be added and payable if applicable. We will notify you of any additional charges that may apply in special circumstances, such as chargeback or recall fees passed on by banks, before charging you for them (see Clause 4.7).
4.2 Direct Billing and Collection. If you are using Aggregation Services (Clause 6), Atoa will normally deduct the applicable Fees for Transactions automatically from the amounts settled to you (i.e. we will pay you the net amount after Fees). In such case, a periodic invoice or statement of Fees will be made available for your records, but payment is effected by net settlement. If any Fees (such as subscription fees) are not deducted from settlements, we will collect them via direct debit or other agreed payment method. If you are not using Aggregation Services, or if for any reason Fees cannot be netted from your settlements, Atoa will invoice you for Fees periodically (for example, monthly in arrears for transaction fees and in advance for subscription fees). Invoices are payable within 14 days of the invoice date (each such date, a “Payment Date”) via the payment method we specify (e.g. direct debit or bank transfer). You agree that we may initiate a direct debit to your nominated bank account for any amounts due, and you shall execute any required direct debit mandate promptly upon our request. You are responsible for ensuring that your payment details on file with us remain current and that you have sufficient funds to meet the Fees when due.
4.3 Surcharge for Manual Payments. Where our Fees are not paid via automated mechanisms such as net-off or direct debit – for instance, if you choose to pay an invoice manually by bank transfer rather than using the provided direct debit – Atoa reserves the right to charge an additional £2.50 administrative fee for each such manual payment. This fee is intended to discourage manual reconciliation processes and cover the extra effort involved in processing your payment. We will indicate on the invoice if the surcharge applies. This surcharge will not be applied if a direct debit payment legitimately fails due to an Atoa system issue or error on our part (in such case we will allow a manual payment without fee or reattempt the debit).
4.4 Changes to Fees; Tiered Pricing. Atoa may offer tiered pricing plans based on your payment volume or feature usage. Transitions between pricing tiers will occur only if and when agreed in writing (including via email) or through an executed new Order Form – tiers will not automatically change solely due to volume, unless explicitly stated in your plan. However, Atoa reserves the right to review your account if your usage significantly exceeds the assumptions of your current plan, and may propose an upgrade to a higher tier with notice. We may vary the Fees or introduce new fees in our discretion, but any increase (aside from the automatic annual adjustments in Clause 4.5) will be communicated to you with at least 30 days’ notice. If you object to a fee increase, you may terminate the agreement in accordance with Clause 13.3 before the new fees take effect; if you continue to use the Services beyond that date, you will be deemed to have accepted the new fees.
4.5 Annual Price Adjustment. Unless otherwise specified in your Order Form, Atoa may increase the Fees once per calendar year by the greater of (i) 3% above the UK Retail Price Index (RPI) inflation rate, or (ii) 5%. Such an increase may be applied automatically at the start of each calendar year (or on the anniversary of your contract start date, as applicable) to account for inflation and our increased costs. We will notify you of the adjusted rates, but your prior consent is not required for these inflationary adjustments. If we choose not to exercise an inflation-based increase in a given year, we do not waive the right to do so in subsequent years. For any further increase beyond the RPI+3%/5% threshold (for example, a larger change in pricing structure), we will provide advance notice and an opportunity for you to review and accept the new pricing or terminate if you are not under a fixed-term commitment. If you are currently within a fixed contractual term (e.g. a 12-month agreed term), we will not increase your Fees above the agreed amount (aside from RPI-linked adjustments) during that term without your agreement; any above-threshold increase would take effect after the term or upon renewal unless otherwise agreed.
4.6 Upgrades, Downgrades and Add-Ons. If you wish to upgrade your plan or add additional paid services (add-ons) mid-term, you may do so by executing a new Order Form or written agreement (including confirmation by email from an authorised representative). Unless otherwise agreed, any upgrade or addition will be prorated and charged in the next billing cycle. If you wish to downgrade your plan or remove add-on services, you must provide notice to Atoa and obtain our confirmation. Downgrades will typically take effect at the start of the next billing cycle following confirmation. Downgrading a plan does not shorten any agreed contract term; the contract continues for the original term unless separately terminated. Certain promotional or bundled add-ons (e.g. a “Google Reviews” integration feature) may be offered by Atoa for convenience. You acknowledge that, for example, any “Google Reviews” add-on is not an official Google product or endorsement by Google; Atoa provides it on an as-is basis for your optional use, and Google bears no responsibility for its operation.
4.7 Late Payment and Interest. Invoices are due on the specified Payment Date. If you fail to pay any undisputed amount within 14 days after the Payment Date, Atoa may charge interest on the overdue sum at 4% per annum above the base lending rate of NatWest Bank plc from time to time. Interest will accrue on a daily basis from the due date until the date of actual payment in full, compounded monthly. You shall be liable to pay the accrued interest along with the overdue amount. Additionally, you agree to reimburse Atoa for any reasonable costs of collection (such as legal fees or agency costs) incurred in recovering overdue payments. Atoa also reserves the right to suspend Services for persistent late payment (see Clause 13.2(b)).
4.8 Taxes. You are responsible for any taxes (such as VAT) that are levied on the Services provided to you. If Atoa is required to collect any taxes from you, we will add such taxes to our invoices and you agree to pay them. Each party is responsible for its own income taxes and employment-related taxes. If any withholding tax is applicable to payments you make to Atoa, you may deduct it as required by law, but you shall gross up the payment such that Atoa receives the full amount it would have received absent such withholding.
4.9 Currency and Settlement. All Fees and monetary amounts are stated and payable in GBP (£) unless otherwise specified. If we facilitate any payments or settlements to you in a different currency, any currency conversion will be done at a market rate or a rate imposed by the banks involved, and we will not charge an extra currency conversion fee unless explicitly stated. You bear any fees charged by your own bank for receiving settlements (for example, if your bank charges incoming transfer fees).
5. Refunds and Reversals
5.1 Merchant-Initiated Refunds. If you need to return funds to a customer (for example, due to a product return or error), you are responsible for initiating and executing that refund. You agree that any refund of a Transaction must be made only to the same bank account or payment source from which the original payment came. This is to prevent fraud and money laundering by ensuring funds return to the original payer. Atoa’s Platform may provide a function for you to initiate a refund of a Transaction. Where available, this function will either: (a) if you use Aggregation Services, trigger a credit from the Virtual Account back to the customer’s account (subject to Clause 6.6); or (b) if you do not use Aggregation Services, assist you in preparing a new Payment Initiation order from your own bank account to the customer’s account (in which case you may need the customer’s bank details). In certain cases with non-Aggregation payments, Atoa might not have access to the customer’s account details (some banks do not share payer account numbers with PIS providers). In those cases, you are responsible for obtaining the necessary refund details directly from your customer and executing the refund via your bank. Our Platform may offer tools like Confirmation of Payee to help you verify the account name provided by the customer for refund, but you remain responsible for ensuring that you refund the correct person or business.
5.2 Refund Processing via Atoa. If a refund is initiated through the Atoa Platform (either via the Virtual Account or via a Payment Initiation from your account), we will process that instruction as soon as possible. For Aggregation Services, when you submit a refund instruction on the Platform, it will typically be queued and executed in the next settlement cycle or within 30 minutes if funds are available, as detailed in Clause 6.5. You may be able to cancel a refund request within a short grace period (e.g. 30 minutes) of initiation on the Platform – after that, the refund will be processed and cannot be undone through Atoa. For non-Aggregation refund initiation, once the customer’s bank authorises the refund payment, it is irrevocable. Atoa does not guarantee the success of a refund payment initiated via PIS (for instance, if your bank account lacks sufficient funds or your bank declines the outgoing payment). It is your responsibility to ensure you have the funds available to cover any refunds.
5.3 Charges for Refunds. Atoa reserves the right to charge fees for processing refunds. Such fees could be a fixed per-refund fee, a percentage of the refunded amount, or a deduction from any transaction allowance included in your plan, at Atoa’s discretion. We will disclose our refund fee policy in your billing section or Order Form, or otherwise give you notice before imposing any refund processing fees. If your plan has a limit on the number of transactions or a quota, we may count refunds against that quota. We may also waive or reduce refund fees as part of certain plans or promotions. In all cases, our aim is to cover the costs we incur (e.g. bank charges) and encourage accurate payments rather than frequent reversals.
5.4 Liability for Refund Errors. You acknowledge that Atoa is not liable for any unauthorised or erroneous refunds initiated by you or on your behalf. This means that if someone in your organisation (or an attacker who has gained access to your account) initiates a refund to a wrong account or an incorrect amount, you are solely responsible for the consequences. Atoa will, however, use reasonable efforts to assist you in recovering misdirected funds (for example, by contacting the receiving bank), but we cannot guarantee success. Any losses due to refunds sent to the wrong recipient must be borne by you. Furthermore, if you send a refund outside of the Platform (e.g. by manually making a bank transfer) to an account other than the original payer’s, Atoa will not be responsible for any resulting fraud or loss.
5.5 Reversals by Banks. You understand that payments made via bank transfer (including Faster Payments in the UK) are typically irrevocable by the payer once executed, and there is no “chargeback” mechanism as exists for card payments. However, in rare scenarios a payment may be recalled or reversed by a sending bank – for example, if the sending bank determines the payment was made in error or was fraudulent. Additionally, certain payments could initially be credited with a status that is not fully settled (e.g. marked as “pending” or “Accepted Settlement in Process (ACSP)” in banking terms). In such edge cases, the payment might later fail or be withdrawn even after showing as confirmed. You acknowledge and accept that a payment which was initially indicated as successful may later be reversed by a bank, and Atoa has no control over such decisions by banks. Atoa shall promptly notify you if we become aware of a reversal of a Transaction that affected you. If you have already received funds (through settlement or directly) for a Transaction that is later reversed, you will be liable to return those funds. Atoa may deduct the amount of any such reversed Transaction from your Virtual Account balance or future settlements, or invoice you for repayment. You agree that you will not hold Atoa responsible for any loss of goods, services, or revenue in connection with a payment that is later reversed in this manner, and that your contract with your customer should address retention of title or remedies in case of payment failure.
5.6 Refunds to Customers; Your Policy. You are responsible for setting your own refund and returns policy for your customers in compliance with applicable law. Atoa does not handle communications with your customer regarding refunds (aside from facilitating the payment movement). You must ensure that any required refunds to customers (for example, under UK consumer protection regulations for distance selling) are processed in a timely manner. We recommend that you issue any due refund to a customer promptly and no later than 14 days from the agreement to refund or as required by law. Any disputes raised by your customers for non-receipt of refunds are between you and the customer, though we will provide technical evidence of any refund payment status if needed.
6. Aggregation Services (ClearBank Settlement)
The following terms apply only if you have opted to use Atoa’s Aggregation Services (Virtual Account settlement, also marketed as “End of Day Payout”) as indicated on your Order Form or enabled in your account. If you do not use the Aggregation Services, this Section 6 does not apply to you and all payments initiated via Atoa will settle directly to your own bank account.
6.1 Use of Aggregation and Authorisation. By subscribing to the Aggregation Services, you authorise Atoa to receive, hold, and distribute funds on your behalf arising from Transactions processed for you. Atoa will act as a payment institution in providing these services, and you appoint Atoa as your agent for the limited purpose of receiving payments from your customers and paying you the net proceeds. Funds received by Atoa into the Virtual Account on your behalf are deemed received by you at the time of receipt into the Virtual Account (meaning your customer’s payment obligation to you is then satisfied). Atoa will safeguard such funds in accordance with its regulatory obligations until settlement to you. If you do not accept these specific terms, you must not use the Aggregation Services.
6.2 ClearBank Virtual Account. When you are approved for Aggregation Services, Atoa will facilitate the allocation of a Virtual Account ledger for you within Atoa’s pooled ClearBank account. This Virtual Account is for the sole purpose of collecting and holding funds from Transactions processed for you via Atoa, and for paying out those funds to you. Although the Virtual Account is in Atoa’s name (for regulatory safeguarding reasons), you have a beneficial right to the funds representing the net balance of your Transactions in that account, subject to deductions of Fees and Refunds as described herein. Atoa holds the balance of the Virtual Account on trust for its merchants in accordance with the PSRs safeguarding requirements. No interest is paid on balances, and you agree that any interest that does accrue belongs to Atoa (or ClearBank) as allowed by the PSRs. The Virtual Account is not a payments current account that you can operate; it does not have features such as cheque books or standing orders. You cannot deposit or withdraw money from the Virtual Account except by the mechanisms provided in these Terms (i.e. by receiving customer payments into it and having Atoa settle out to your bank account). The sums in the Virtual Account are not covered by deposit insurance (FSCS) due to their safeguarded status. You further acknowledge that Atoa has partnered exclusively with ClearBank for this service at present; Atoa cannot switch to another bank for aggregation without appropriate notice or amendment of terms. ClearBank is not a party to this agreement, but certain of ClearBank’s standard terms or policies (such as those relating to acceptable use or compliance) may indirectly apply to your use of the Aggregation Services. Atoa has ensured that ClearBank, as a critical service provider, is bound to equivalent data protection and confidentiality obligations as set out in these Terms (see Clause 7.3).
6.3 Settlement of Transactions. Atoa (via ClearBank) will settle to you the net amount of funds received for your Transactions on a periodic basis. By default, settlement to your designated bank account will occur at the end of each business day (UK business days) for all payments received into the Virtual Account since the last settlement. Atoa may offer alternative settlement frequencies (such as intra-day or weekly) subject to ClearBank’s capabilities or your preferences; any such arrangement will be confirmed in writing or in the Platform settings. Each settlement amount will equal the gross amount of all Transactions credited to your Virtual Account during the period minus: (a) any Refunds initiated or processed during that period, and (b) the applicable Fees due to Atoa for those Transactions (and for the Aggregation Services). We may also deduct any other fees or charges you owe us that have not yet been paid (for example, monthly subscription fees, if not otherwise collected). Atoa will provide you a report or statement detailing the Transactions, Refunds, and Fees included in each settlement. If in any settlement period the total Refunds and Fees exceed the amount of Transactions, then no payout will be made for that period; instead, the shortfall (amount due from you) will carry over and be deducted from subsequent settlement(s). In other words, Atoa will not be required to advance its own funds to cover your negative balance: your account must be made whole from future transactions or by separate payment from you if necessary. If your Atoa account is terminated and there remains a negative balance (e.g. due to refunds exceeding sales), you must pay that amount to Atoa within 7 days of invoice.
6.4 Delays and Variances. While we endeavour to settle funds to you on the expected schedule, you acknowledge that settlement may be delayed due to certain variances or issues. Reasons for delay may include, for example: (a) technical or communication failures on Atoa’s side (e.g. system outages, software errors); (b) technical problems at ClearBank (which could temporarily prevent initiation of payouts); (c) reconciliation discrepancies or suspected errors in the transaction records that require investigation before accurate settlement (for instance, if a payment status is unclear or duplicated); (d) a payment that was initially shown as approved but is later marked as failed or reversed by a bank (an extreme edge case as discussed in Clause 5.5); or (e) compliance-related holds (for example, if a suspicious activity review is triggered on your account or on a particular payment). ClearBank and Atoa each reserve the right to suspend or delay settlement in order to investigate or resolve any such issues. We will endeavour to resolve any issues and complete the settlement as soon as possible, and to keep you informed (via the Platform or direct communication) if a settlement is delayed beyond the usual timeframe. However, Atoa shall not be liable for any costs or damages resulting from a reasonable delay in settlement due to the above factors.
6.5 Settlement Mechanics. Settlements will be made only to the bank account that you have registered with Atoa for payouts (your “Nominated Bank Account”). For security, we will run a Confirmation of Payee check or similar name-check service when you provide or change your bank account details. If the name on your bank account does not match your business name or the name you registered with, we reserve the right to withhold or cancel settlements until the discrepancy is resolved. This is to prevent misdirection of funds. It is your responsibility promptly to inform us of any changes to your Nominated Bank Account and to ensure the details are correct. Atoa and ClearBank rely on the account details you provide; we are not responsible for settlement payments sent to an incorrect account if you supplied erroneous details. (However, if an error is discovered, we will cooperate with you to trace or recover the funds where possible.) Settlement payments will typically be sent via Faster Payments or an equivalent instant transfer method. Depending on your bank, you should receive each payout on the same day we initiate it (usually within minutes or hours). There may be daily cutoff times: for example, transactions received very late in the day might be settled the next business day in some cases. We will notify you of any such operational cutoff times if applicable.
6.6 Refunds in Aggregation. When you initiate a Refund for a Transaction that was processed via the Virtual Account, Atoa will deduct the refund amount from funds in your Virtual Account and return it to the customer’s bank account. Refund instructions submitted through the Platform will take effect in the next payout cycle that has sufficient funds to cover the refund. If you submit a refund and then new sales come in, we may net the refund against those new Transaction funds. If the Virtual Account balance is insufficient to cover a requested refund, the refund will be queued until sufficient new Transaction funds are received (or, at our discretion, we may allow you to pay the shortfall to us separately to complete the refund sooner). Once a refund has been executed via the Virtual Account, it will reduce the subsequent settlement amount accordingly (since that money is paid back to the customer). You cannot cancel a refund after the execution window (30 minutes) has passed. Atoa is not liable for any failure to execute a refund if there are inadequate funds in your Virtual Account or if your instructions are unclear or in error. Clause 5.4 applies to any mistaken or unauthorised refunds initiated by you.
6.7 Erroneous or Recalled Payments. If Atoa or ClearBank becomes aware that funds have been credited to the Virtual Account in error, or a payment into the Virtual Account is later recalled by the payer’s bank (for example, because the payer’s bank sent a duplicate or the payment was fraudulent), then ClearBank may debit the Virtual Account for the amount of such erroneous or recalled payment in accordance with Applicable Law and Payment System Rules. In practice, this means that if a mistaken credit was never due to you, it will be removed. If such a debit occurs after we have already settled funds out to you, it will create a negative balance on your Virtual Account for that amount. We reserve the right to set off any such negative amount against future settlements to you, or to invoice you for immediate repayment if needed. We will notify you if any such situation arises. Similarly, if we mistakenly pay you more in settlement than you were entitled to, you agree to cooperate to return the excess amount (and we may set it off against future payouts).
6.8 Suspension of Aggregation Services. ClearBank or Atoa may suspend the Aggregation Services (including halting new incoming payments or outbound settlements) in certain circumstances: for example, if ClearBank needs to perform maintenance on the pooled account, if ClearBank or Atoa suspects the Virtual Account is being used for unlawful purposes, or if a legal/regulatory authority issues such an instruction. Additionally, if Atoa detects an issue with the accuracy of settlement calculations or a significant reconciliation problem, we may pause settlements until resolved. We will aim to limit any suspension to the shortest duration necessary. In rare cases, ClearBank could decide to close or block the Virtual Account without notice (for instance, if required by law or regulatory mandate). In such event, any funds in the Virtual Account may be returned to senders or otherwise dealt with by ClearBank per their obligations. Atoa will keep you informed and work to ensure you receive any funds due to you. You acknowledge that such actions by ClearBank are outside of Atoa’s direct control, and Atoa is not liable for resulting delays or inability to process payments, provided that Atoa did not cause the situation by breaching its obligations. If ClearBank permanently ceases providing the Virtual Account service to Atoa, Atoa will notify you and discuss alternative arrangements or terminate the Aggregation Services portion of this agreement.
6.9 Specific Risks and Merchant Indemnity (APP Fraud). This clause is without prejudice to any broader indemnities in Clause 12. You acknowledge that by using the Aggregation Services, Atoa may fall within the scope of the APP Scams Reimbursement Rules. In the event that a payer (one of your customers) is a victim of an APP fraud scam in relation to a payment made to you via Atoa, those rules may require the payer’s bank or receiving bank (ClearBank/Atoa) to reimburse the victim. For example, if you are found to have engaged in fraud, or even if you are legitimate but the payer was tricked by a third-party impersonation scam, there is a risk that the funds might be reclaimed. Where Atoa (or ClearBank, acting on Atoa’s behalf) is obliged under the APP Scams Reimbursement Rules (or other law or network rule) to reimburse a payment to one of your customers, and the cause of that reimbursement is attributable to your fraud, gross negligence, or violation of these Terms, you agree to fully indemnify and hold Atoa harmless for the amount of such reimbursement and any associated costs, fines or charges. This includes any compensation Atoa must pay out to the victim, as well as any reputational or regulatory penalties incurred (except to the extent directly caused by Atoa’s own breach of these Terms). We emphasise that Atoa operates a zero-tolerance policy for fraudulent merchants and will actively cooperate with law enforcement (including filing Suspicious Activity Reports) if fraud is detected. We reserve the right to retain any settlement funds due to you during an investigation of suspected fraud, and to claw back any settled funds from you if fraud is confirmed (for example, by debiting your bank account or taking legal action). You also agree that Atoa may retain settlement funds during an ongoing fraud investigation (whether initiated by Atoa or an authority) and that such funds will only be released once clearance or consent is obtained from the relevant authorities. If fraud is established, Atoa may apply those funds to reimburse victims or otherwise as directed by law, and you will have no claim to those funds. This clause 6.9 survives termination of the agreement.
7. Data Protection and Privacy
7.1 Relationship of the Parties (Data). For the purposes of UK data protection law (UK GDPR and Data Protection Act 2018), generally the Merchant is the data controller of any personal data relating to your customers that is processed via the Services, and Atoa acts as a data processor on your behalf to facilitate the Transactions. This includes, for example, the payer’s name and account number that may be transmitted with a payment, which we handle to complete the Transaction and provide you with information. In certain respects, Atoa may also be an independent controller of personal data – for instance, for performing our own compliance checks (KYC) on you and for keeping records of payments per regulatory requirements, we determine the purposes of processing. Atoa’s Privacy Policy explains in more detail how we handle personal data and the division of responsibilities.
7.2 Merchant’s Obligations (Data). You warrant that you will obtain and maintain all necessary consents and lawful bases for Atoa to process personal data that you provide or which is provided to Atoa on your behalf for the performance of Services. In particular, you will ensure that your customers have been informed (for example, in your privacy notice) that you will share their personal and payment details with Atoa (and its partners, such as Yapily or ClearBank) for the purpose of processing payments and, if applicable, that their name may be displayed to your staff in your Atoa dashboard for reconciliation and fraud prevention purposes. You acknowledge that under UK GDPR you must have a valid legal basis for processing your customers’ data; by using Atoa, you confirm that such basis exists (whether it be the customer’s consent, performance of a contract, or legitimate interests). You are solely responsible for the accuracy of personal data you provide and for compliance with data protection laws in your use of the Services as a controller. Without limitation, this means you should only input or retrieve personal data through the Services for lawful purposes, keep it secure, and not retain it longer than necessary. You will indemnify Atoa for any losses arising from your failure to comply with data protection laws or from personal data you provide that infringes any third party’s rights (except to the extent Atoa is directly at fault).
7.3 Atoa’s Obligations (Data). When processing personal data on your behalf, Atoa will implement appropriate technical and organisational measures to protect that data, and will only process it in accordance with your instructions and as necessary to provide the Services (except where otherwise required by law, in which case we will inform you unless legally prohibited). We will not disclose your customers’ personal data to any third party except: (a) as described in these Terms or our Privacy Policy (for example, to our service providers such as Yapily or ClearBank, or where the customer themself uses an open banking interface to authenticate); (b) as required to comply with law or regulatory requests; or (c) in aggregated or anonymised form that does not identify individuals. When Atoa uses ClearBank to provide the Aggregation Services, ClearBank acts as a sub-processor on behalf of Atoa for the holding and processing of personal data needed for settlement. Atoa has ensured that ClearBank is subject to data protection obligations substantially similar to those Atoa observes under these Terms. ClearBank will only use personal data received in connection with providing the Virtual Account services for those purposes and for its own legal/regulatory compliance. By using the Aggregation Services, you consent to Atoa sharing relevant data with ClearBank and you acknowledge that ClearBank’s processing of that data is essential to providing the service. If you object to ClearBank’s involvement, you cannot use the Aggregation Services.
7.4 Customer Name Display. Atoa may display the payer’s name (as registered on their bank account) to you in your transaction reports or dashboard, to assist with payment reconciliation and fraud prevention. We process and share this personal data on the basis of legitimate interests – specifically, your legitimate interest in knowing the identity of who paid you, in order to reconcile payments and reduce fraud, and our interest in improving the usefulness of the payment information we provide. By using the Services, you agree to our practice of sharing payer names with you. You must ensure that you treat such personal data in accordance with privacy laws: for instance, you should not use a customer’s name for any purpose unrelated to reconciling the payment or identifying the order. If a customer objects to you having access to this information, you may need to address that in your own privacy notice or customer terms.
7.5 Data Security and Incident Response. We maintain a security program intended to protect personal data and financial information, including encryption of sensitive data in transit, access controls, and regular security testing. However, no system is perfectly secure. In the event of a data breach affecting personal data processed by Atoa, we will notify you without undue delay after becoming aware of the breach, providing sufficient information to allow you to comply with any obligations to inform individuals or regulators. We will cooperate with any reasonable requests from you for further information regarding the breach, and we will take appropriate steps to mitigate and remediate the incident. Likewise, you agree to notify Atoa promptly if you discover any security incident or data breach that could affect the Services or data within Atoa’s control (for example, if your systems that interface with our Platform are compromised).
7.6 Privacy Policy and Cookie Policy. Additional details about how Atoa collects, uses, and discloses personal information (including data about you as our Merchant customer and data about end-users) are set out in our Privacy Policy (available on our website). Information regarding how Atoa handles Cookies is outlined in our Cookies Policy (also available on our website). By entering into these Terms, you also agree to the terms of the Privacy Policy and Cookie Policy, which are incorporated herein by reference. In case of any conflict between these Terms and the Privacy Policy or Cookie Policy regarding our handling and processing of personal data, these Terms (and any separately negotiated data processing agreement, if applicable) will prevail.
7.7 Data Retention. Atoa will retain data related to your transactions for as long as necessary for the purposes of providing the Services and as required for legal and regulatory purposes. Typically, transaction records and KYC information must be kept for a minimum of 5 years after the end of the customer relationship under anti-money laundering laws. We may retain anonymised or statistical data indefinitely, to the extent it no longer contains personal data. Upon termination of this agreement, we will securely delete or return personal data we process as a processor on your behalf, except to the extent we are required or authorised by law to retain it.
7.8 Confidentiality. Each party agrees to keep confidential any business, technical, or financial information of the other party that is designated as confidential or that by its nature would reasonably be understood to be confidential (“Confidential Information”). Your Confidential Information may include non-public data about your business operations and customers; Atoa’s Confidential Information may include our software, security processes, and proprietary algorithms. Personal data, as well as transaction and account data, should be treated as confidential by both parties. Neither party shall use the other’s Confidential Information except as necessary to perform its obligations or exercise its rights under these Terms, nor disclose it to any third party except to that party’s affiliates, employees, agents, or subcontractors who are bound by similar confidentiality obligations and have a need to know. The confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, is lawfully obtained from a third party without restriction, is independently developed without reference to the Confidential Information, or is required to be disclosed by law (in which case, the disclosing party will give notice and cooperate to seek protection). This clause survives termination of the agreement for a period of 5 years (and indefinitely as to trade secrets).
8. Integrations and Third-Party Services
8.1 Third-Party Software Integrations. Atoa’s Platform may offer you the ability to integrate with third-party software systems that you use in your business – for example, point-of-sale (POS) systems, accounting software, customer relationship management (CRM) tools, or e-commerce platforms. If you choose to enable any such integration via the Platform’s integrations settings or APIs, you grant Atoa permission to exchange relevant data with that third-party software on your behalf. This may include us pulling data (such as sales records or customer information) from the third-party system into our Platform, and/or pushing data (such as transaction updates or settlement reports) from our Platform to the third-party system. Any integration will only be activated with your explicit instruction or consent (for example, by you clicking “Connect” and authenticating the third-party account); no data will be shared with an integration partner unless you opt-in. You can disconnect an integration at any time via the Platform or by contacting Customer Care via Email or Live Chat.
8.2 Use of Third-Party Platforms. When enabling an integration, you acknowledge that the third-party platform’s own terms and privacy policy will govern its handling of any data that Atoa shares or retrieves. You must ensure that you have an appropriate account or licence with the third-party provider and that your use of the integration complies with their terms. You are responsible for reviewing and accepting the terms of any third-party software you connect to Atoa, and for ensuring that Atoa’s access (via API or otherwise) is permitted by those terms. Atoa assumes that, if you have an account with the third-party, you have already agreed to their privacy policy; nonetheless, by enabling an integration you also consent to Atoa facilitating the exchange of your data with that platform. If you do not agree with the third-party’s terms, do not activate the integration.
8.3 Disclaimer for Integrations. Integrations are offered for your convenience. Atoa does not guarantee the accuracy, reliability, or continued availability of any integration or of the third-party software’s performance. Data synchronization delays or errors can occur, and Atoa is not liable for any loss of data, duplication, corruption, or other issues that arise from the use of an integration. For example, if an accounting integration fails and some transactions are not recorded in your accounting system, Atoa will try to help troubleshoot but will not be responsible for any resulting financial discrepancies or compliance issues. You agree that your sole recourse for any malfunction of third-party software is against that third party, not Atoa. We may discontinue or suspend an integration at any time, for example if the third-party alters their API or if continuing the integration becomes infeasible. We will attempt to give notice if an integration will be deprecated.
8.4 Liability and Indemnity (Integrations). You acknowledge that when data is transferred to or from a third-party system, that data is under the control of the third party while in their system. Atoa is not responsible for any breach or misuse of data that occurs within a third-party’s environment. You agree to indemnify and hold Atoa harmless from any claims, damages or losses arising from your chosen integrations, including any unauthorized access or data breaches attributable to the third-party software or your own configurations (except to the extent caused by Atoa’s negligence). Each integration may have its own limitations or scopes (for instance, one integration might only retrieve daily totals rather than individual transactions); it is your responsibility to understand these and determine if the integration meets your needs.
8.5 Third-Party Payment Service Providers. Aside from software integrations, Atoa itself relies on certain third-party Payment Service Providers (“Third-Party PSPs”) such as ClearBank and Yapily to deliver core parts of the Services, as described earlier. By agreeing to these Terms, you also agree to any applicable terms and conditions of those Third-Party PSPs (such as Yapily’s and ClearBank’s terms) to the extent they apply to merchants. We will provide hyperlinks or references to those terms in our documentation or website for your reference. You acknowledge and authorise that Atoa may from time to time replace or add Third-Party PSPs in its service flow without needing to amend this agreement, provided such providers are subject to equivalent regulatory standards. We call this an “evergreen” acceptance of third-party terms. However, this does not mean you are directly contracting with those third parties; rather, it means that you agree not to hold them liable and that you will comply with any user obligations of those terms. For example, ClearBank’s standard terms prohibit using the account for illegal purposes, and you likewise must not cause ClearBank to breach that by your actions. If you wish to see copies of any third-party terms that are incorporated by reference, we will provide them on request.
8.6 Future Services (BNPL and Others). Atoa may introduce additional payment options or partner services into its Platform in the future – for instance, integration with a Buy-Now-Pay-Later (“BNPL”) provider or facilitating merchant access to third-party financing or lending solutions. Such services, if offered, may be governed by separate agreements between you and the third-party provider. Atoa might act as an introducer or referrer but not as the provider of credit or insurance or other regulated products unless explicitly stated. We include this clause to reserve the right to include third-party financial products in our offering, and to clarify that your use of any such product will be subject to that third party’s terms. We will make it clear at the time of offering any such service what terms apply and whether any additional agreement is needed. Nothing in these Terms obliges you to use any such additional service.
8.7 No Endorsement. The inclusion of any third-party integration or service as part of Atoa’s Platform does not imply an endorsement or recommendation of that third party by Atoa. We provide no warranty whatsoever as to the quality or suitability of any third-party products. Likewise, those third parties do not endorse Atoa simply by virtue of integration. Each of Atoa and the third-party providers are independent contractors.
9. Intellectual Property
9.1 Ownership. Atoa (and/or its licensors) retains all rights, title, and interest in and to the Atoa Platform, website, mobile apps, APIs, documentation, logos, trademarks, and all associated intellectual property (“Atoa IP”). These Terms do not grant you any ownership of Atoa IP. You are only granted the limited rights to use the Services and Platform as expressly set forth in this agreement. Similarly, you retain ownership of all intellectual property rights in your business’s products, services, and trademarks, and Atoa does not acquire any rights to those except for the licence below to use your name and logo in connection with providing the Services.
9.2 Licence to Merchant. Subject to your compliance with these Terms and payment of all Fees, Atoa grants you a limited, non-exclusive, non-transferable, non-sublicensable licence during the term of this agreement to access and use the Atoa Platform (including any software, mobile app, or dashboard provided as part of the Services) solely for your internal business purposes in connection with the Services. This licence is revocable in the event of termination or suspension of your account. You may not modify, copy, distribute, sell, or lease any part of the Platform except as permitted by Atoa or allowed by law. If you download any Atoa mobile application, Atoa grants you a licence to install and use that app on your device solely to facilitate your use of the Services. Any feedback or suggestions you provide to Atoa regarding improvements to the Services may be implemented by Atoa without restriction or obligation (you hereby grant Atoa a perpetual, royalty-free licence to use any such feedback).
9.3 Licence to Atoa (Merchant Materials). You grant to Atoa a limited, worldwide, royalty-free licence to use your name, logo, and trademarks for the purpose of providing the Services (for example, to display your name or logo to customers during a payment process, or on receipts or dashboards identifying you). Atoa will use such marks in accordance with any reasonable branding guidelines you provide. Additionally, if you choose to participate in any marketing cooperation (such as a case study or listing as a customer on Atoa’s website), you grant Atoa the right to use your name and logo in that context as agreed. This licence terminates upon termination of the agreement (except that Atoa may use publicly available references to the fact you were a customer, as historical fact).
9.4 Open Source Components. The Platform may include or rely on certain open-source software libraries or components that are licensed under open-source licences. To the extent required by the licences of such open-source components, those licences apply to the respective components in place of these Terms. Atoa will provide attributions or source code for open-source components as required by their licences (typically in our documentation or within the app). Atoa provides no warranty whatsoever on behalf of the authors of open-source software included in the Platform. Such components are provided “as is”, without any warranty, to the maximum extent permitted by law. For example, if the Platform uses an open-source library that proves faulty, Atoa is not liable for issues caused solely by that third-party code. Nothing in these Terms limits your rights under any applicable open-source licence.
9.5 Third-Party Content. The Platform may display or provide you with content from third parties (for example, bank names and logos, or information sourced via AIS from your bank statements). All such third-party content remains the property of its respective owners. Your use of any third-party content may be subject to terms imposed by the third party (for instance, your bank may have terms on how you can use your retrieved account data). Atoa’s display of third-party content is for general information and does not imply we endorse or guarantee the accuracy of that content.
10. Warranties and Liability
10.1 Merchant Warranties. You represent and warrant that: (a) you are a business or registered charity duly organised, validly existing, and in good standing under the laws of your jurisdiction (or, if an individual sole trader, that you are at least 18 years old and legally capable of entering binding contracts); (b) you have all necessary right, power, and authority to enter into and perform this agreement, and doing so will not conflict with any other agreement to which you are a party; (c) all information you provide to Atoa (including during onboarding and as updated from time to time) is truthful, accurate, and complete; (d) you are not engaging in any prohibited or illegal activities and have obtained any licences or approvals required for your business; and (e) you will comply with all applicable laws and regulations in your use of the Services and in your dealings with customers. You further warrant that you will use the Services in accordance with these Terms and only for the intended purposes.
10.2 Atoa Warranties. Atoa represents that it is authorised by the FCA as stated in Clause 2.2 and will maintain such authorisation during the term (unless transferring the Services to an equivalently authorised entity, in which case you would be notified). We warrant that we will provide the Services with reasonable care and skill, by adequately trained personnel, and in accordance with applicable laws and regulations. We do not warrant that the Services will be uninterrupted or error-free, or that every payment attempt will be successful, as numerous factors outside our control affect such performance. To the maximum extent permitted by law, we exclude any implied warranties or conditions not expressly made in these Terms (such as any implied warranties of merchantability, fitness for a particular purpose, or non-infringement). The Services are provided on an “as is” and “as available” basis, meaning that while we strive for high quality and uptime, we cannot guarantee perfection.
10.3 Limitation of Liability. Nothing in these Terms shall limit or exclude either party’s liability for death or personal injury caused by its negligence, or for its fraud or fraudulent misrepresentation, or any other liability which cannot by law be excluded or limited. Subject to the preceding sentence, the following limits apply: Atoa’s total liability to you arising out of or in connection with these Terms or the Services (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the greater of (i) £5,000 (five thousand pounds) or (ii) the total Fees paid by you to Atoa in the 12 months immediately preceding the event giving rise to the claim. If multiple events are related, the liability will be aggregated and still limited to that maximum. This means that if, for example, Atoa is found liable to you for some error, the most we would pay is £5,000 (if your fees paid are below that) or an amount equal to your yearly fees (if higher).
10.4 Exclusion of Certain Damages. To the fullest extent permitted by law, in no event will either party be liable to the other for any: (a) indirect, consequential, exemplary, or special damages; (b) loss of profit, loss of revenue, loss of business opportunity or anticipated savings; (c) loss of or damage to goodwill or reputation; or (d) loss of data (except that, where data loss is a direct result of a breach of these Terms by Atoa, Atoa will use reasonable efforts to assist in restoring data from backups). The foregoing exclusions apply even if a party has been advised of the possibility of such damages and regardless of the theory of liability. For example, Atoa will not be liable for your loss of profits or customer contracts just because a payment failed or our service was unavailable for a period, and you will not be liable for Atoa’s lost profits just because you breached these Terms (instead, direct damages would be the measure).
10.5 ClearBank/Yapily Downtime or Failures. Specifically, and without limiting Clause 10.4, Atoa will not be liable for any losses arising from the failure, downtime, or non-performance of ClearBank, Yapily, or any other Third-Party PSP or integration partner. While we will make efforts to mitigate the impact of third-party issues (and we select reputable providers), the reality is that their systems might occasionally cause interruptions (for instance, if ClearBank’s system is down for a day, payouts could be delayed; if Yapily’s API connectivity fails, some payments may not initiate). You acknowledge these risks. Our liability to you is limited to failures within our direct control.
10.6 Payment Execution Liability. Atoa’s role in payment execution is as a PISP (or as provider of Aggregation Services). Under the PSRs, a PISP is not liable for the actual execution of the payment by the customer’s bank, but is liable for properly transmitting the payment order to the bank. If we fail to transmit a payment order or we transmit incorrect payment details (and as a result the payment isn’t made or goes astray), you may be entitled to redress from us. In such cases, and notwithstanding anything to the contrary in this Section 10, Atoa’s liability shall be limited to the correct transmission of the payment order or refund of any Fees relating to that order, as appropriate under the PSRs. If a payment order was delivered late by Atoa’s fault, we will, at your request, contact the receiving bank to seek to ensure that the payment is treated as if it were delivered on time. You agree that any additional remedies available under the PSRs (such as refund rights for unauthorised or incorrectly executed transactions) will be provided by Atoa strictly in accordance with the PSRs and only to any party deemed eligible under those regulations (which may exclude large enterprises).
10.7 Force Majeure. Atoa shall not be responsible for any delays, failures in performance, or Service downtimes caused by circumstances beyond our reasonable control (“Force Majeure”), such as: acts of God, flood, earthquake, pandemic, widespread epidemic or other natural disaster; war, civil unrest, or acts of terrorism; government actions, court or regulatory orders; embargoes or boycotts; power or telecommunications outages; labour disputes not involving our own workforce; or failures or fluctuations in external financial networks. In a Force Majeure event, we will be excused from performance to the extent impacted, provided that we give you notice and use reasonable efforts to mitigate the effect and resume performance as soon as feasible. This does not excuse your obligation to pay any fees due, except to the extent the Force Majeure substantially frustrates the purpose of the agreement or renders the Services completely inoperable for an extended period, in which case either party may discuss termination.
10.8 No Warranty for Open Banking Availability. You acknowledge that the open banking ecosystem (bank APIs) is a relatively new infrastructure and its availability and responsiveness can vary by bank. Atoa does not warrant that all banks or accounts are compatible with our Services, nor that every payment attempt will succeed even if the Service is used correctly. Banks may from time to time change their API endpoints or terms, which could disrupt our Services. We will endeavour to adapt quickly, but some downtime or reduced functionality may occur. These are inherent risks of relying on third-party banking APIs.
10.9 Application of Limitations. The limitations and exclusions of liability in this Section 10 apply to all causes of action under or in relation to these Terms, including breach of contract, tort (negligence included), misrepresentation, or any other claim. They apply to the fullest extent permitted by law, and each provision is to be construed as a separate limitation to the extent necessary to ensure enforceability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation/exclusion of liability for incidental or consequential damages, so some of the above disclaimers and limitations may not apply to the extent prohibited by law. However, if you are a business (and not a consumer or small micro-enterprise as defined by regulation), you agree that the limitations herein are fair and reasonable given the fees charged and the nature of the Services.
11. Indemnification
11.1 Merchant Indemnity. You (“Indemnitor”) shall indemnify, defend and hold harmless Atoa, its affiliates and its and their directors, officers, employees and agents (collectively, “Indemnitees”) from and against any and all third-party claims, actions, proceedings, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to:
a. any breach by you of these Terms or of any law or regulation applicable to your use of the Services;
b. any fraud, gross negligence or wilful misconduct by you or your employees/agents in connection with your use of the Services (including but not limited to any fraudulent Transactions or suspected money laundering involving your business);
c. your use of the Services in violation of Section 3.2 (Prohibited Uses) or in a manner not permitted by Atoa, which results in claims or investigations (for example, if you use Atoa to collect payments for an illegal product and Atoa or its partners face regulatory action);
d. any claim by one of your customers or other third party against Atoa relating to the goods or services you provided (for instance, claims of non-delivery, defective products, or refund disputes – it being understood that as between Atoa and you, you are responsible for your customer relationships); or
e. any infringement of intellectual property or privacy rights arising from data, content or materials you provided to Atoa (such as using Atoa to transmit unlawful messages or if your company name itself infringes someone’s trademark). This indemnity includes reimbursing Atoa for amounts we pay out to third parties, as well as any fines or penalties imposed by regulatory authorities or payment networks due to your actions (except to the extent that such fine was solely due to Atoa’s breach of these Terms).
11.2 APP Fraud and Reimbursement Indemnity. In addition to and without limiting clause 11.1, you specifically agree that if Atoa, ClearBank, or any partner is held liable under the APP Scams Reimbursement Rules (or similar schemes) to compensate a payer for a fraudulent or unauthorised payment received by you, and the incident in question arises from your fraud, gross negligence, or violation of these Terms, then you will indemnify Atoa (and ClearBank, if ClearBank seeks recourse against Atoa or you) for the full amount of such compensation and any associated costs. This means, for example, if you were running a scam through Atoa and a victim’s bank claws back £5,000 and charges Atoa fees, you will owe us that £5,000 and related fees. Likewise, if you were not complicit but acted with gross negligence (e.g. failing to follow warnings of a fraudulent payer), such that reimbursements occur, you may bear responsibility. We will not seek indemnification in cases where it is clear that neither fraud nor gross negligence on your part was involved (for instance, if a sophisticated APP scam duped both you and the payer without negligence by you – in that scenario Atoa and the payer’s bank would handle per the rules and your liability would be limited to returning any funds as required).
11.3 Atoa Indemnity. Atoa will indemnify and hold you harmless from and against any third-party claims, damages, or losses that you incur directly as a result of Atoa’s infringement of any third party’s intellectual property rights in the software or technology that Atoa provides as part of the Services, or as a result of Atoa’s breach of applicable data protection laws with respect to personal data for which Atoa is a controller. This indemnity is subject to your: (a) promptly notifying Atoa in writing of the claim (and any relevant details of the potential liability); (b) giving Atoa sole control of the defence and any settlement negotiations (provided that any settlement that admits liability or imposes non-monetary obligations on you shall require your prior consent, not to be unreasonably withheld); and (c) cooperating with Atoa’s defence of the claim at our expense. Atoa may, at its discretion, seek to resolve any such IP infringement claim by modifying or replacing the infringing component so it becomes non-infringing or, if not feasible, by suspending or terminating the affected Service (with a prorated refund to you of any prepaid fees for that Service).
11.4 Indemnification Process. The party seeking indemnification under this Section 11 shall: (i) promptly notify the indemnifying party of the claim (though failure to promptly notify will only relieve the indemnifier of its obligations to the extent it was materially prejudiced by the delay); (ii) provide the indemnifying party reasonable assistance (at the indemnifier’s cost) in defending the claim; and (iii) not admit fault or settle the claim without the indemnifying party’s prior written consent. The indemnifying party shall conduct the defence with counsel of its choice, and may settle any claim without the indemnified party’s consent provided such settlement unconditionally releases the indemnified party of all liability and does not require the indemnified party to pay any amount or take any action. The indemnified party has the right to participate in the defence at its own expense with counsel of its choosing.
11.5 Additional Remedy for Infringement. If your use of the Services is, or in Atoa’s opinion is likely to be, enjoined due to a claim of infringement of any intellectual property right, Atoa will, at its sole option and expense, either: (a) procure for you the right to continue using the Services; (b) modify or replace the Services or infringing component to make it non-infringing without material loss of functionality; or (c) if Atoa determines that options (a) and (b) are not commercially reasonable, terminate this agreement or the affected Service and release you from further obligations to pay for it (and if you had prepaid any fees for future periods, refund those). This Section 11.5 states your sole and exclusive remedy for any third-party intellectual property infringement claims relating to the Services.
12. Term and Termination
12.1 Term of Agreement. This agreement commences on the date you accept these Terms (for example, by signing the Order Form or clicking that you accept terms when registering or signing into Atoa) and continues until terminated as provided herein. If an “Initial Term” is specified in your Order Form (e.g. a 12-month commitment), then this agreement is not cancellable for convenience during that Initial Term except as explicitly allowed. After any such Initial Term, the agreement will automatically continue on a rolling basis (monthly, unless otherwise stated in the Order Form) until terminated by either party on notice. If no fixed term is specified, the agreement is considered month-to-month and either party may terminate for convenience with 30 days’ prior written notice to the other (unless otherwise agreed for a longer period).
12.2 Termination for Cause. Either party may terminate this agreement with immediate effect by written notice to the other upon the occurrence of any of the following: (a) the other party commits a material breach of these Terms which is incapable of remedy, or if capable of remedy, fails to cure the breach within 14 days after receiving written notice of it; (b) the other party becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement with creditors, or any bankruptcy, receivership or analogous proceeding is initiated by or against the other party and not dismissed within 60 days; or (c) in the case of Atoa as the terminating party, if we determine that you have violated Section 3.2 (prohibited uses) or have engaged in fraud or other unlawful conduct, or if continuing to provide Services to you would pose unacceptable regulatory or security risks. Termination for cause shall be without prejudice to any other rights or remedies that the terminating party may have under law or this agreement. No refund of fees will be due from Atoa in case of termination for your breach (except to the extent we had taken payment for services not provided due to early termination).
12.3 Termination for Convenience. If you are not in a fixed Initial Term, you may terminate this agreement for any reason by giving at least 30 days’ notice to Atoa (e.g. via email to support or your account manager). Atoa may terminate for convenience by providing at least 30 days notice to you. We will typically only exercise this right if we decide to discontinue the Services or a portion thereof, or if continuing to serve you becomes impractical (for example, if regulatory changes make it too costly).
12.4 Effect of Termination. Upon termination or expiration of this agreement for any reason: (i) Atoa will cease providing the Services to you, and all licences and rights granted to you will terminate (you must stop using the Platform, and remove any Atoa integrations from your systems); (ii) any pending Transactions that have not completed by the termination date may be cancelled (funds in transit will either be completed to you or returned to senders, as appropriate and depending on timing); (iii) you will immediately pay all outstanding Fees and amounts owed to Atoa under the agreement (Atoa may deduct any such amounts from any funds of yours that we still hold, such as in the Virtual Account); and (iv) each party will upon request return or destroy the other’s Confidential Information in its possession (except as required to be retained for legal/regulatory compliance, and except data held in routine backups which remain subject to confidentiality). If Aggregation Services were being used, Atoa will promptly arrange a final settlement of any remaining balance in the Virtual Account to you (minus any lawful deductions). If there is a dispute as to funds (e.g. multiple parties claiming them), Atoa may continue to hold the disputed funds safely until the dispute is resolved.
12.5 Customer Data Portability. Upon termination, you may request a final extract of your data from the Platform (for example, a CSV of transaction history). Atoa will reasonably cooperate to provide available data to you in a common format, provided your account is in good standing. After a reasonable period, Atoa will disable your access to the Platform, and may thereafter delete your account and data, except to the extent retained as per Clause 7.7.
12.6 Surviving Provisions. Any provision of these Terms that by its nature or context is intended to survive termination (including but not limited to clauses regarding confidentiality, data protection, indemnities, limitations of liability, accrued payment obligations, and governing law) shall survive and continue in effect. Termination does not relieve either party of liability for breaches occurring prior to termination.
13. Changes to Terms; Modifications
13.1 Amendments by Atoa. Atoa may revise or update these Terms of Service from time to time. Changes may be necessary, for example, to comply with new laws or regulations, to reflect improvements or modifications to the Services, or to adjust to business needs. We will give you at least 30 days’ advance notice of any material changes to the Terms (for instance, by email or via the Platform), unless a shorter period is required to comply with legal requirements. The notice will clearly indicate the effective date of the changes and summarize the key modifications. If you are a Micro-Enterprise or small charity under the PSRs, and the change is unfavourable to you, we will give you at least 2 months’ notice as required by regulation, except where a shorter notice is permitted. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the changes, you may terminate the agreement by providing written notice to us before the changes take effect (and you will not be subject to any early termination fee in that case). We will interpret your silence or continued use as acceptance only if we have clearly informed you of that consequence in our notice.
13.2 Regulatory or Security Changes. Notwithstanding the foregoing, if a change in law or regulation, or a security requirement, necessitates an immediate change to these Terms or to the Services, we may implement such change with shorter or no notice to you. For example, if legislation takes effect that impacts these Terms, we may have to amend certain clauses immediately. Likewise, if we need to make a change to fix a security vulnerability or prevent fraud, we will do so as needed and inform you as soon as practicable. Any such changes will be made in good faith and only to the extent reasonably necessary to comply with law or protect security.
13.3 Changes to Services or Fees. Separately from changes to the Terms text, Atoa may modify the Services (for example, adding or removing features) or adjust the Fees in accordance with Clause 4.4 and 4.5. Where a modification to the Service is significant and could adversely affect you (for instance, discontinuing a major feature or integration), we will provide advance notice under the same principles as above. Minor changes that do not materially reduce functionality (for example, UI improvements or reordering of dashboard menus) may be made without formal notice. If we discontinue the Service entirely or replace it with a new service, we will either transfer you to the new service under new terms or terminate the agreement with notice as per Clause 12.3.
13.4 Contractual Opt-Out (Micro-Enterprises). Where permitted by law or regulation, the parties agree that any provisions of the Payment Services Regulations 2017 which can be disapplied by contract (such as certain information requirements or timing rules when dealing with non-consumers and non-micro-enterprises) shall be excluded to the fullest extent allowed. This Clause 13.5 applies only if you are not a consumer, not a micro-enterprise (an organisation with fewer than 10 persons and annual turnover or balance sheet below £1 million), and not a charity with annual income less than £1 million. If you are a micro-enterprise or small charity, you may have certain rights under the PSRs that override parts of these Terms, and nothing herein is meant to exclude those unwaivable rights in your case.
14. General Provisions
14.1 Governing Law. These Terms of Service and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of England and Wales. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.
14.2 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation. However, if you are a micro-enterprise or charity domiciled in Scotland or Northern Ireland, you may additionally choose the courts of that jurisdiction for disputes where such choice is mandated by applicable consumer or micro-enterprise laws. Atoa reserves the right to seek injunctive relief in any jurisdiction if necessary to protect its intellectual property or confidential information.
14.3 Notices. All notices or communications required under these Terms shall be in writing and in the English language. Atoa may send notices to you via email to the primary email address associated with your account, or via in-dashboard notification for general updates. You should send notices to Atoa via email to legal@paywithatoa.co.uk (or such other address as we notify you) or by registered post to our registered office (30 Churchill Place, Canary Wharf, London E14 5EU). Notices shall be deemed received: if by email, on the day of sending if sent before 5.00 p.m. UK time on a business day (otherwise the next business day), provided no bounce or error is received; if by in-app notice, at the time you next log in and could reasonably be expected to see it; if by post, two business days after mailing within the UK (or five business days if internationally mailed).
14.4 Assignment. You may not assign, transfer, or sub-contract any of your rights or obligations under these Terms without Atoa’s prior written consent (such consent not to be unreasonably withheld). Atoa may assign or novate this agreement in whole or in part to: (a) any of its affiliates, or (b) an entity that succeeds to all or substantially all of the business or assets of Atoa relating to the Services (for example, in a merger or acquisition), provided that the transferee is capable of performing Atoa’s obligations. Atoa will notify you of any such assignment. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
14.5 Entire Agreement. This agreement (comprising the Order Form, these Terms, and any schedules or addenda referenced) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, or communications (written or oral) relating to that subject matter. Each party acknowledges that in entering this agreement it has not relied on any statement, representation, or warranty not expressly set out herein. Nothing in this clause shall limit liability for fraudulent misrepresentation.
14.6 Amendments. Except as provided in Section 13 (Changes), any amendment to this agreement must be agreed in writing by both parties (email sufficing, if clearly from an authorised representative).
14.7 No Waiver. Atoa’s failure or delay to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later. Any waiver of any breach of these Terms will be effective only if in writing and signed by the waiving party, and no such waiver shall be deemed a waiver of any subsequent breach.
14.8 Severability. If any provision of these Terms is held by a court of competent jurisdiction or regulatory authority to be invalid, illegal, or unenforceable, that provision shall be deemed deleted or modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect. In such case, the parties shall negotiate in good faith a valid replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.9 Relationship of Parties. The parties are independent contractors. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture, employer-employee, or agency relationship between Atoa and you. You have no authority to act on behalf of or bind Atoa in any manner, and vice versa. Atoa’s provision of the Services to you is a service arrangement and not an outsourcing of your business operations.
14.10 Third-Party Rights. Save for ClearBank and Yapily who may each enforce the provisions of Clause 10.5, 10.4, 10.3, or any clause that limits Atoa’s liability or provides indemnity in their favour (as those provisions are expressly intended to benefit ClearBank and Yapily respectively), a person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. The consent of ClearBank or Yapily is not required to rescind or vary these Terms.
14.11 Complaints and Dispute Resolution. We hope to provide you with excellent service. If you are unhappy with the Services or wish to lodge a complaint, you can contact us at complaints@paywithatoa.co.uk or by mail to our office. We will acknowledge and handle complaints in line with FCA requirements. If you are a micro-enterprise or charity eligible under the Financial Ombudsman Service (FOS) rules, and you are dissatisfied with our final response to your complaint (or if 15 business days have passed without resolution), you may escalate your complaint to the UK Financial Ombudsman Service. The FOS is an independent service for resolving disputes. Information on whether you qualify and how to contact the FOS is available on their website (www.financial-ombudsman.org.uk). Additionally, you may refer to the FCA’s information on dispute resolution for payment services. This clause does not limit your rights to take legal action in court, but we encourage attempting resolution via these avenues first.
14.12 Language. These Terms are drafted in the English language. If we provide translations into any other language, it is for convenience only. In the event of any conflict or ambiguity between the English text and a translation, the English text will prevail. All communications between the parties shall be in English unless otherwise agreed.
14.13 Execution & Counterparts. If these Terms (and/or the Order Form) are being physically signed, they may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Delivery of a signed counterpart by email (PDF) or electronic signature is effective as delivering an original. If acceptance is via online click-wrap, no physical signature is needed, and records of your acceptance (such as a timestamp or log) shall be admissible to verify the contract formation.
This Terms of Service was last updated on 18 June, 2025