User agreement - terms & conditions

Last Revision Date: June 21, 2024

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 the 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 the 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 the Paylists software and who has one or more businesses, which Paylists, among other things, enables one or more payment requests, records conversations, and updates payment details.
API		The application programming interfaces that may be used to access the Paylists software.
Application Fees		Fees for subscription or optional services if the user decides to use them. It can be a platform fee or third-party fee. Please see our subscription pricing here. You declare, understand, and agree that in any subscription route, even in the free plan, if you connect to the payment services, you will have to pay a fee for each transaction. We can offer you to purchase service packages that include a number of payment transactions and a number of SMS messages.
Brand(s)		Logos, trademarks, trade names, slogans, or other indications of ownership.
Business		Your own business or businesses that create and send payment requests.
Customer(s)		Your customers who you send payment requests to. We distinguish between a private customer whose data is managed by you and is not exposed to other businesses in Paylists, and business customers. Paylists is a network of businesses and so is your business. After you have created your business and your email has been verified, your business can be used as a vendor or customer of another business. When you create a business customer and if it exists and is verified in the Paylists network, then we create a link between you and the business customer. Their data is shown to you, and you cannot update it. If your business customer has not yet been created in Paylists, then their data is managed by you and is only visible to you. Please note that if this customer is registered to Paylists and performs verification, then they take ownership of the customer profile you created, and from that point onwards their data is managed only by them.
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.
Open hours		Paylists software is active every day, 24 hours a day. Paylists office, in the UK, is open from Monday to Friday between 8AM to 6PM.
Outage		An unannounced interruption or unintentional modification in the operation of the Paylists software, which results in not delivering the functionality agreed in this agreement.
Payment Services		Paylists executes open banking payments using Crezco which is authorised and regulated by the UK Financial Conduct Authority as an Authorised Payment Institution – Firm Reference Number: 925173.
Personal Data		Any information relating to an identified or identifiable natural person.
Solution		An operation to fix an Error Message after Paylists has received and confirmed an Error Message, in such a way that the Paylists software returns to work properly.
Vendor(s)		A business that sends you payment requests. Paylists is a network of businesses and so is your business. After you have created your business and your email has been verified, your business can be used as a vendor or customer of another business. When you create a business vendor and if it exists and is verified in the Paylists network, then we create a link between you and the business vendor. Their data is shown to you, and you cannot update it. If your business vendor has not yet been created in Paylists, then their data is managed by you and is only visible to you. Please note that if this vendor is registered to Paylists and Registration Process performs verification, then they take ownership of the vendor profile you created, and from that point onwards their data is managed only by them.

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 a verification code and by reporting it to the Paylists software. You will also be required to give us information on 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 upon first demand.

You represent, warrant, and undertake that all information you provide to Paylists is accurate, complete and truthful, and that you will update the 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 at 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 demand.

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 cannot 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

The Paylists software is a collaborative system for managing payment requests between vendors and customers. This means that vendors and customers share common payment requests and manage a 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 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.

The Paylists software allows you to send payment requests to your customers and include attachments with accompanying documents like invoices. 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 from your customers on the expected payment date and what means of payment they will use. In some cases, you can also send warning letters to your customers before legal action.

You can make actual payments via Paylists using third-party services which are Paylists partners. You can also document payments made by other services, outside of Paylists, that 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

The Paylists software can offer your customers access to third party services to make the payments and then your customers’ relationship is with that third party directly and the Paylists software is only sending the data to the third party, but not responsible for the actual payment process. You can choose to use third party services to make payments for payment requests received from your vendors. In this case too, your relationship is directly 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 with 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.

RECEIVING MESSAGES BY EMAIL AND SMS

The main actions within Paylists include sending payment requests, sending reminders, chat correspondence, etc. In addition, we, at Paylists, will send you email messages, about important updates only, such as to the user agreement, privacy policy, and any important messages regarding security, if required. When you register with Paylists you agree to receive these messages. If we want to send you marketing emails or an SMS, then we will ask for your consent, and you can stop receiving marketing messages at any time.

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. The 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 any payment request you receive through the Paylists system is 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 expect the payment request you have received, and you know the vendor that sent you this request.

If you receive a payment request from a vendor that you do not know and you believe that you are not required to receive a payment request from them, 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 and undertake that your activities in the Paylists software comply with the laws and regulations applicable in the country where your business is conducted and where your customers or vendors’ business 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 those 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 (or 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 (or 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 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:

1. abuse of the Paylists software.
2. 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.
3. 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 the Paylists software for the term of this Agreement, to the extent it is necessary for the 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 for the Services to 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 occasion 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 or 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 business(es):

1. is involved in illegal activities, money laundering, terrorism financing, or Fraud.
2. 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.
3. 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 the 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 the Paylists software. If you do not wish to agree to these amendments, you will be entitled to terminate this Agreement and stop using the 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 you registered with Paylists.

Updates user agreement

We reserve the right to update our user agreement at any time. We will take reasonable steps to draw your attention to any changes in our user agreement. We suggest that you read this document from time to time to ensure that it still meets with your approval. Should you disagree with any changes made, you may withdraw your consent at any time, and you can stop using Paylists software and we can no longer provide our services.