User agreement – terms & condition
Last Revision Date: September 25, 2023
Introduction
Thank you for choosing Paylists!
This is the user agreement of Paylists LTD, a company registered in England and Wales under company number 14081565.
In this User Agreement (“Agreement”), we set out the terms and conditions that are applicable between you, the Organisation (which in this document also includes “you” or “your”), of which the details are included on the registration page and Paylists (which in this document also includes “Paylists”, “we”, “us” or “our”). In this Agreement you and we are each referred to as Party and jointly as Parties.
We reserve the right to change these terms from time to time. we will make reasonable efforts to communicate these changes to you via email or notification on Paylists software. It is your obligation to ensure that you read, understand, and agree to the most recent version of these Terms whenever they are available on Paylists software. Your continued use of the Paylists software after a modification signifies your agreement to the modification.
ACCEPTANCE OF AGREEMENT.
By accessing the Paylists software, you agree to, and are bound by, the terms and conditions of this Agreement. If you do not agree to this Agreement, do not use the Paylists software. You represent that you have authority to enter into this Agreement on your own behalf and on behalf of any person or organization for which you act.
Definitions
In this Agreement, the following terms mean:
| Account | The account held with Paylists in the name of the user who registered to paylists software and has one or more business, which Paylists, among other things, enables one or more Payment requests, records conversation, and updates payments details. | |
| API | The application programming interfaces that may be used to access the paylists software. | |
| Application Fees | Fees for optional services if the user decides to use them | |
| Brand(s) | Logos, trademarks, trade names, slogans, or other indications of ownership. | |
| Business | Your own business or businesses who create and send payment requests | |
| Customer(s) | Your customers who you send them payment requests. | |
| Data Protection Laws | All applicable legislation relating to data protection and privacy including, without limitation, the GDPR, all local laws and regulations which amend or replace any of them, together with any national implementing laws in any Member State of the European Economic Area (EEA), to the extent applicable, in any other country, as amended, repealed, consolidated, or replaced from time to time. | |
| Error Message(s) | An error message that results in you not being able to use the Paylists software in a way as intended in this Agreement. | |
| Fraud | The wrongful or criminal deception intended to result in financial or personal gain. | |
| Paylists | Paylists LTD, a company registered in England and Wales under company number 14081565 | |
| Outage | An unannounced interruption or unintentional modification in the operation of the Paylists software, which results not delivering the functionality agreed in this agreement. | |
| Payment Services | Payments made Access Paysuite Ltd which is authorised and regulated as a Payment Institution by the Financial Conduct Authority – Firm Reference Number: 730815 | |
| Personal Data | Any information relating to an identified or identifiable natural person. | |
| Solution | An operation to fix error Message after Paylists has received and confirmed an Error Message, in such a way that the paylists software return to work properly | |
| Vendor(s) | a business that sends you payment requests | |
Registration Process
The services of Paylists are only available to legal persons and legal constructs (organisations), and explicitly not to persons who want to send payment requests in the personal, family or household sphere. You must register with Paylists before you can use our services. You register by creating an Account. during the registration process, Paylists will request information including your personal name, email address and phone number. You will need to verify your email address and phone number by getting verification code and report it to Paylists software. you also require giving us information of your business including the name of your business, address details, email address and telephone number, and any other information that we may reasonably request from time to time, which you need to provide on our first request.
You represent, warrant, and undertake that all information you provide to Paylists is accurate, complete and truthful, and that you will update registration information promptly upon any change so that it is at all times complete, accurate and up to date. You must inform Paylists without delay of changes in your business name, email address or phone number. Paylists may also ask for additional information or supporting documentation during your onboarding and/or thereafter which you need to provide promptly on our first request. We may suspend your Account with immediate effect or terminate this Agreement without a notification period if you fail to keep this information up to date and/or if you don’t provide us with the requested information upon first request.
When registering for the system you must provide an email address which is your username and password. Your username and password are completely personal and can not be shared with anyone. You are solely responsible for any damage and / or loss resulting from the misuse of the username and password, and you must notify Paylists of the loss, theft and / or misuse thereof.
SERVICES PROVIDED BY PAYLISTS
Paylists software is a collaborative system for managing payment requests between vendors and customers. This means that vendor and customer share a common payment request and manage single source of truth.
Each business that registers in Paylists and performs verification is managed once in the system as a verified business. Each business and can be used as a supplier or customer of another business. It is clarified that a business can create for itself vendors and customers who have not yet registered for Paylists, but once they are registered, they take ownership of their business and from this stage only they can update their business details.
Paylists software allows you to send payment requests to your customers including attachment of accompanying documents like invoice and the like. In order to keep track of the payments you can get information about requests due on their payment date, late requests and more. You can also have a conversation with your customers by sending an email or SMS and you can also get feedback back from your customers on the expected payment date and by what means of payment it will be made. In some cases, you can also send warning letters to your customers before legal action.
You can make actual payment via Paylists using Access Paysuite Ltd services. you can also document payments done by other services, outside Paylists, which are not part of Paylists.
It is emphasized that Paylists is not a platform for the sale of services and/or goods between businesses. We only focus on the invoice payment process after the service and/or goods have been provided between the supplier and the customer in accordance with the agreement between them. Paylists is not responsible in any way for the services and/or goods that are provided between the businesses that use Paylists.
THIRD PARTY SERVICES AND LINKS TO OTHER WEBSITES
Paylists software can offer your customers access to third party services to make the payments and then your customers’ conduct is direct with a third party and the Paylists software is only sending the data to the third party but not responsible to the actual payment process. You can choose to use third party services to make payments for payment claims received from your vendors. In this case too, your conduct is direct with a third party and the Paylists software is not responsible in any way for these payments. It is clarified that in order to improve work processes you and your customers have access to third-party services for making the payments, but you and / or your customers can contact any third party and / or use any way to make the actual payments and not via Paylists.
Paylists may enable you to connect to third-party services or products (“Third Party Services”). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third-Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third-Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Paylists. The Services may contain links to third party websites. The inclusion of a link to a third-party website does not imply an approval, endorsement, or recommendation by Paylists. Such third-party websites are not governed by this Agreement. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third-party website, our Privacy Policy is no longer in effect.
Your browsing and interaction on a third party website, including those that have a link in the Paylists software is subject to that website’s own terms, rules and policies.
YOUR OBLIGATIONS
Prohibited Activities
You undertake to send payment requests only to your customers. This refers to customers with whom you have an agreement, and you provide them with goods and / or services and the payment request you send to them are in the framework of a valid employment agreement with your customers and / or in the framework of an order given to you by your customers.
You must not send payment requests to businesses that are not your customers, and you must not send payment requests to your customers who have ceased their activities with you and / or have not ordered goods and / or services from you.
It is clarified that the Paylists software can suspend your activity immediately if complaints are received by businesses to which you send payment requests that are not your customers and / or have not ordered goods or services from you. Paylists software will check these complaints and can stop your activity without prior notice.
Identification the payment request
It is your responsibility to ensure that the payment request you received through the Paylists system was received from a supplier you know and that you have a valid employment agreement with. Making the payment to this vendor, through the Paylists system, is your full responsibility after you have made sure that you know the payment request you received, and you know the vendor that sent you this request.
If you received a payment request from a vendor which you do not know and you believe that you are not required to receive a payment request from him, you can request to block this vendor from sending you payment requests. It is clarified that Paylists may approve or disapprove this blocking after checking the details with the sender of the payment request. It is clarified that Paylists is a collaboration payment requests software between the supplier and the customer, therefore this type of blocking is only possible if the sending party has acted contrary to the Paylists regulations.
Compliance with Laws and Regulations
You declare, undertake, and undertake that your activities in Paylists software comply with the laws and regulations applicable in the country where your business or your customers or vendors is conducted. Paylists reserves the right to refuse to provide its services in countries when this creates a risk that Paylists will violate the laws and regulations applicable in that countries.
Fraud
Paylists will have the right to terminate this Agreement with immediate effect, and/or suspend the provision of Paylists Services in the event of (a suspicion of) Fraud, indications of Fraud, illegal activities and/or any other situations in which more detailed investigation needs to be conducted. Paylists will not be liable for losses incurred as a result of this investigation.
Paylists is entitled to provide information (including confidential information) to an Intermediary and/or a Financial Institution in the event of (a suspicion of) fraudulent use of the Payment Module and/or at the request of an Intermediary and/or Financial Institution.
Paylists is entitled to provide information (including confidential information) to any of its affiliates.
Confidentiality & Privacy
Confidentiality
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
Each party’s obligations under this clause will survive termination of these Terms.
The provisions of above shall not apply to any information which is or becomes public knowledge other than by a breach of this clause.
PRIVACY
Please see our Privacy Statement.
FINAL STIPULATIONS
Indemnification
You indemnify Paylists for claims (as well as all costs incurred by Paylists or its affiliates in relation to such a claim) of Customers, and/or vendors and/or business and/or third parties arising from:
- abuse of the Paylists software.
- non-compliance by you and/or your businesses with obligations arising from applicable Data Protection Laws, including, but not limited to, the General Data Protection Regulation.
- non-compliance and/or unlawful acts in the broadest sense by you with respect to Customers and/or Vendors and/or third parties.
Liability
Paylists must be held liable in writing, after Paylists has been given a reasonable period to offer an appropriate solution. If Paylists is liable in connection with a breach of its obligations or for losses otherwise incurred by you, Paylists will be liable only for direct loss and not for indirect or consequential loss, even if such loss was foreseeable. Indirect or consequential loss means, but is not limited to, loss of goodwill, lost profits, missed (investment) opportunities, and missed savings.
If and insofar as Paylists is liable to you, such liability will be limited in all cases to an amount equal to the amount that you paid Paylists under this Agreement in the form of rates charged, to which the loss relates. In the event this agreement has a term of more than six (6) months, the liability of Paylists will be limited to a maximum of the amounts received by Paylists under this Agreement in the last six (6) months, exclusive of VAT. Notwithstanding the preceding paragraphs, unless and to the extent prohibited by applicable laws and regulations, the liability of Paylists will in all cases be limited to EUR 1,000 (one thousand euros) per harmful incident. A series of incidents counts as one (1) incident. Any claim against Paylists will lapse by the elapse of a period of three (3) months after the harmful incident became known to you, except in case of written acknowledgment of the claim by Paylists.
Force Majeure
Parties will not be liable in the event of force majeure. “Force majeure” means circumstances or events beyond the control of Parties – regardless of whether or not these circumstances were foreseen or foreseeable at the time any Agreement is signed – as a result of which Parties cannot reasonably be required to comply with their obligations under this Agreement. These circumstances include in any case, but are not limited to: war, fire, natural disasters, labour disputes, power outages, strikes, epidemics, government rules and/or comparable rules, embargoes, non-compliance (due to bankruptcy or other reasons) by suppliers, subcontractors or any other third party or parties engaged by Parties (including affiliates) in performing this Agreement.
Intellectual Property
All intellectual property rights, including, but not limited to, all existing and future rights and claims on, or in relation to, the use of copyrights and neighbouring rights, chip rights, trading name rights, trademark rights, domain names, patent rights, design rights and database rights in relation to the platform or related items, will be vested exclusively in Paylists.
You have a right of use regarding a Paylists software for the term of this Agreement, to the extent it is necessary for performance of this Agreement. None of the stipulations in this Agreement will entitle you to any right with respect to the Paylists software.
You will never have the right to make any adaptation or modification to the Paylists software nor the right to make copies of them, to decompile the Paylists software and/or to modify or attempt to modify them otherwise.
Complaints, Outages and Support
Service availability
Whilst we intend that the Services should be available 24 hours a day, seven days a week, we offer no warranty or guarantee that this will be the case. It is possible that on occasions the Paylists software may be unavailable to permit maintenance or other development activity to take place. If for any reason we must interrupt the Services for longer periods than we would normally expect, we will use reasonable endeavours to publish details of such activity on the Paylists software in advance.
Support
When you discover a problem that renders the Paylists software unusable in the way specified in this Agreement, you must report this to Paylists as soon as possible. Paylists will make maximum efforts to arrive at a remedy for an Outage within a reasonable time, so that the Paylists software will once again provide the agreed functionality.
You must notify Paylists as soon as possible after discovering an Outage. Please contact [email protected]
If you have a complaint with the Paylists software, please contact [email protected]
Feedback
In connection with your use of Paylists, you may elect to submit feedback, suggestions and/or other comments regarding the Paylists software (collectively, the “Feedback”). Paylists may, in its sole discretion, decide to incorporate some or all of this Feedback into the website and/or the Services. You hereby grant Paylists a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide Paylists the Feedback and that the use of the feedback by Paylists will not violate, infringe otherwise misappropriate any third party rights.
Term, end and transfer of this Agreement
This Agreement is effective as of the date this Agreement is accepted by you. This Agreement is effective for an indefinite period until terminated. Paylists has the right to terminate this Agreement, taking into account a notice period of one calendar month.
Paylists may terminate this Agreement with immediate effect without prior notice in case the user and/or his businesses:
- is involved in illegal activities, money laundering, terrorism financing, or Fraud.
- is subject to insolvency proceedings or is declared bankrupt, has been granted a moratorium on payment, has discontinued its business activities or has been liquidated.
- has not complied with its obligations under this Agreement, the Scheme Rules and/or applicable laws and regulations after being sent a written notice of default.
You may always terminate this Agreement and stop using Paylists software.
Miscellaneous other stipulations
This Agreement applies to all (legal) acts between you and Paylists and will remain applicable after termination of the services, regardless of whether you explicitly communicated this termination to us.
This Agreement supersedes all previous agreements between the Parties, regardless of whether these agreements were made orally or set out in writing. Paylists reserves the right to amend this Agreement. The notification thereof can be made by email or notification in Paylists software. If you do not wish to agree to these amendments, you will be entitled to terminate this Agreement and stop using Paylists software.
This Agreement must bring disputes before the court in London. If any provision from this Agreement is held invalid or unenforceable, such provision shall be struck out, and the remaining provision, the other articles will remain fully in force and shall be enforceable.
Paylists has the right to outsource some of its services to any affiliate or third party.
You may not transfer or assign any rights and obligations contained in this Agreement without prior written permission from Paylists. You hereby give Paylists permission in advance, to transfer or assign any rights or obligations under this Agreement at any time to any affiliate of Paylists or any third party to be indicated by Paylists.
Notices
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Paylists must be sent to [email protected] or to any other email address notified by email to you by Paylists for the purpose of notification. Notices to you will be sent to the email address which you provided when registered to Paylists.