PIS Terms and Conditions

PISP Terms of Use

This page (our "terms of use") and the documents referred to in it, together with our Privacy Policy and the documents referred to in them (the “agreement”), tells you the terms on which you may make use of our Services (as defined below) where:

you have contracted with us directly to open an account as a registered user, in which circumstances you shall be a “Direct User” or as a guest in which case you will be a “Guest User”; or
you have entered into a contract with a service provider which has made our services available to you (a “Distributor”), in which circumstances you shall be a “Referred User”.

At all times when you are using our Services, the contract for use of our Services is between you and us, whether you are a Direct User, Guest User or a Referred User.

Please read this agreement carefully before you start to use our Services. By using our Services, you indicate that you accept this agreement and that you agree to abide by its terms. If you are using our Services on behalf of your organisation, by using our Services you are also indicating that you accept this agreement and agree to abide by its terms on behalf of your organisation (and references to “you” will be deemed to include your organisation). To use the Services you must be at least 18 years. By using the Services you confirm you are not and will not operate in any of the prohibited industries as set out here. If you do not agree to this agreement, please refrain from using our Services.

To the extent we are providing Services in relation to bank accounts in the UK, the terms “consumer”, “micro-enterprise”, “payment account,” “payment instrument”, “payment initiation service provider”, “payment order”, “payment service”, “payment service provider”, “payment transaction”, “single payment service contract” and “sensitive payment data”, have the meanings given to them in the Payment Services Regulations 2017 (the “PSRs”). To the extent we are providing Services in relation to bank accounts in the EU, the terms described in this paragraph will have the meaning given in the Second Payment Services Directive (“PSD2”) and, where applicable, subject to the relevant member state’s local law implementation of the PSD2. To the extent we are providing Services in relation to bank accounts outside the UK and EU, the terms will have the meaning given in any equivalent local law and regulation.

The term “agreement” means these terms of use, the documents referred to in it, and our Privacy Policy and the documents referred to in them, once accepted by you.

References in these terms of use to “our app” apply only to Direct Users who have opened an account directly with us for use of our app or Guest Users.

In these terms of use, different provisions may apply depending on whether you are acting as a business or a consumer. You are acting as a consumer if you are using or buying products from us wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession.

You can use the Services as a Guest User in order to complete a single payment transaction i.e. under a single payment service contract however you will not have access to the full functionality available within the Services. You must provide us with your email address if you wish to receive an electronic copy of your Receipt and details of the payment transaction.

Direct Users must provide us and Referred Users must provide to the Distributor, their: full name; email address; mobile number; password; Business Name; Address; and Industry if you are an incorporated business. Subject to payment of any applicable fees, Direct Users and Referred Users will have access to all functionalities within the Services.

1. Information about us

We are Fractal Labs Limited (“we”, “our”, “us”) trading as tomato pay. We are registered in England and Wales under company number 8972946 and have our registered office at 2 Underwood Row, London, N1 7LQ, United Kingdom. Our VAT number is 204122276. We are regulated by the Financial Conduct Authority as an Authorised Payment Institution (reference number 813019). You can view our registration on the Financial Services Register by visiting www.fca.org.uk/register or by contacting the FCA on 0800 111 6768 (freephone) or 0300 500 8082 or by emailing consumer.queries@fca.org.uk.

2. Our Services

We provide “payment initiation services”, which means, in respect of:

the payment initiation services performed by us in respect of UK bank accounts, has the meaning given in the PSRs;
the payment initiation services performed by us in respect of EU bank accounts, shall have the meaning given in PSD2; and
services enabling our access to non-UK and non-EU bank accounts shall mean such service performed by or on behalf of us in order to initiate a payment to a third party at your request from a payment account held by you at another payment service provider, such as a bank.

We will not hold your funds at any time when providing the payment initiation services. When we provide you with payment initiation services, this means that we are responsible for initiating the transaction only. The provision of this service, together with any other service provided by us to you, shall be our “Services”. If you are a Direct User or Guest User, this definition of Services shall also include our app. If you are a Referred User, you will also receive the “Distributor Services” which means the provision of our Services to enable that Distributor to provide its services to you. The terms of the relevant Distributor Service shall be governed by a written agreement between the Referred User and the relevant Distributor (“Distributor Agreement”).

Some of our Services are provided free of charge, while others require payment from Direct Users ("Premium Services"). Our subscription fees are charged in accordance with the payment schedule set out in the attached Annex or such other payment structure in accordance with clause 32. We reserve the right to offer our Premium Services free of charge. If we notify you that any Premium Services are provided free of charge, we will always let you know which Premium Services are provided free of charge and for how long. If you are a Referred User separate fees may apply to your use as set out in your Distributor Agreement (the “Distributor Fees”). We will not charge any additional fees for your use of the Services. We may charge the Distributor in respect of the provision of the payment initiation services to you as a Referred User. If you are a Referred User the services and functionalities outlined in these Terms will only be available to you, if they are expressly provided for as part of your Distributor Services.

When you are using our Services, you will be able to select the payment service provider(s), payment accounts(s), payees and payers you want to connect to when using the Services, additional payment service providers, payment accounts, payees and payers can be added at any time. You may not be able to access all of your payment accounts through the Services, details of those that can be accessed are available here. If you provide us access, we can automatically load any of your phone contacts who are Direct Users or Referred Users onto our Services as payees/payers, such Direct Users and Referred Users will be able to view your partial bank account number and partial sort code.

If applicable, we will set out any subscription fees payable by you in the written or online document, form or process, which you agree to for the provision of the Services, referencing these terms of use. We reserve the right to change the cost of our Services, or to charge for other services, at any time. However, we will always notify you directly before any such change becomes effective, and offer you the opportunity (if applicable) to cancel your subscription.

3. QR Codes

You can request payment from a third party by generating a Quick Response (“QR”) code. You can do this by going into the Services, entering the amount you want to receive, clicking on ‘create QR code link’, and sending a link to the QR Code to the third party or displaying the QR Code so the third party can scan it with their phone camera.

The QR Code will take the third party onto a landing page containing information on the payee, the transaction amount and the payment reference. They can then make the requested payment using our payment initiation services either as a Direct User, Referred User or Guest User in accordance with clauses 5 and 6.

Subject to payment of the applicable subscription fees or Distributor Fees, you can also enable our “Smart Invoice” feature which allows you to generate and send invoices containing a QR Code to third parties, which allows the invoice to be paid in the manner described in this clause 3.

4. Payment Initiation Services

We are regulated by the FCA as a payment initiation service provider pursuant to the PSRs, with registration number 813019. Where we perform payment initiation services, you acknowledge and agree that we are providing Services to you solely as a payment initiation services provider. We will make a record showing all of the payments made by you using the payment initiation services, but this record will not include any sensitive payment data; and
each month, if you are a Direct User and have made any payments using the Services during the previous month we will send you an email providing access to a record of all those payments. If you are a Referred User, such records will be provided by the relevant Distributor and/or from us.

We shall retain copies of your payment information until the earlier of the following:

you withdraw consent for us to retain the payment information; and
we are required by applicable law or regulation to discard the payment information,

in which case, we shall use reasonable efforts to erase or destroy the information (unless we are required by applicable law or regulation to retain the same), or anonymise and retain the payment information, and you hereby give us permission to do the same.

Subject to us providing prior notice and providing reasons for doing so, we have the right to stop any payment instrument (which may include the security credentials that you use to access and use the Services) in the event we have reasonable grounds to suspect:

compromised security of the payment instrument for example, that someone else other than you know the security procedures; or
unauthorised or fraudulent use of the payment instrument.

5. Payment Initiation Process

If you choose to make a payment to a third party using the payment initiation services:

when you decide to click ‘pay’ on the payment service provider’s page, you will be asked to select which of your eligible payment accounts you would like the payment to come from; and
you will then be taken to your payment service provider’s website or app, where you will be asked to confirm the full details of the payment for you to check before proceeding.

You are responsible for checking that the payment details provided in accordance with clause 5 are correct before you confirm the payment by clicking ‘pay’. Once you click ‘pay’ you have given us your consent to initiate the payment transaction from your chosen payment account and this consent cannot be revoked. You can withdraw your consent to a transaction at any point before that stage by clicking the cancel button.

6. Authentication

Your payment account provider will apply its own authentication measures which may include two factor authentication (e.g. a password and biometric credential such as a fingerprint), in order to verify your payment which you acknowledge and agree we will rely upon.

If you have an agreed limit with your payment account provider and the payment you would like us to initiate exceeds that limit, your payment account provider will need to verify your identity before permitting the payment.

We will provide you with the following information for each payment that you make using our payment initiation services:

a reference number for each transaction;
the amount of the payment in the currency in which it was paid;
any charges that have been applied to the payment by us and paid by you;
where applicable, the exchange rate used on the payment and the relevant before and after figures; and
the date that the payment order was received by the relevant payment account provider (usually the bank from which you want to make the payment),

the “Receipt”.

If we believe that the conditions set out in these terms of use are not satisfied, or if it would be unlawful to initiate a payment order, we may refuse to do so. If we refuse to initiate a payment order, we will notify you, unless the applicable laws prevent us from doing so.

7. Corporate Opt-Out

You agree that we are not required to provide you with any of the information under, or to comply in any other respect with, Part 6 of the PSR and that we are not required to comply with any of the regulations referred to in regulation 63(5) of the PSR.

Notwithstanding the paragraph above, you may make a request to us for information (other than information which is already provided as part of the Services) that would ordinarily be provided under Part 6 of the PSR as if that part applied and we will use reasonable efforts to provide such information to you.

You agree that the time period outlined in the second paragraph of clause 8 shall be reduced to 3 months.

This clause 7 shall not apply in the event you are acting as a consumer, micro-enterprise or a charity upon entering these terms of use.

8. Incorrect or Unauthorised Payments

If you suspect that an unauthorised or incorrect payment has been made using the payment initiation services, you must contact us as soon as possible by support@tomatopay.co.uk.

If there has been an incorrect or unauthorised payment from your account, then you may be entitled to a refund from your payment account provider or from us if we fail to correctly authorise a transaction. You should contact your payment account provider as soon as possible where you suspect there is an issue and in any event within 13 months of becoming aware of any unauthorised or incorrectly executed payment.

You should be aware that your payment account provider may contact you directly (and not through us or our application through which you have accessed our Services) if there is an issue with a payment order submitted through us for whatever reason (for example, if there are insufficient funds or an issue with your authorisation). You may need to resolve such matters directly with your payment account provider.

9. Security

Each time we initiate a payment order, we will identify ourselves to the payment service provider and communicate with all relevant parties in a secure way in accordance with technical standards that are legally required from time to time.

We will not store or use any of your sensitive payment data or any other data about you, except as set out in these term of use and our Privacy Policy.

10. Access and registration

To the fullest extent permitted by law, our Services are provided on an “as is” and “as available” basis, and we make no warranty, representation or guarantee whether express, implied or statutory, with respect to our Services. Access to our Services may be suspended temporarily and without notice in the case of system failure, emergency maintenance emergency upgrades or emergency repairs. The information you provide when signing up to use our Services (whether directly to us as a Direct User or via the Distributor as a Referred User) ("Registration Data") must be true, accurate, current and complete. You are responsible for maintaining your Registration Data to ensure that it remains accurate and up to date.

In order to access our Premium Services you must have paid the relevant fees.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures by us (or if you are a Referred User by the Distributor), you must treat such security information as confidential, and you must not disclose it to any third party. We will or the Distributor will (as applicable ensure such security information is treated as confidential and will ensure such security information is transmitted through safe and efficient channels.

If you are a Direct User, we have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

You are responsible for making all arrangements necessary for you to have access to our Services. You are also responsible for ensuring that all persons who access our Services through your Internet connection are aware of this agreement, and that they comply with its terms.

11. Our Services change regularly

We aim to update our Services regularly, and may change the content at any time. If the need arises, we may suspend access to our Services or withdraw them indefinitely. Any of the material provided via our Services may be out of date at any given time, and we are under no obligation to update such material.

12. Reliance on information posted

Commentary and other materials posted on our Services are not intended to amount to advice on which reliance should be placed. Subject to the final sentence of clause 16 below, we therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any person using our Services, or by anyone who may be informed of any of its contents.

13. Our intellectual property and your licence to use our Services

Except as set out in these terms of use, we are the owner or the licensee of all intellectual property rights (including but not limited to copyright, trade marks, patents, service marks, trade names, rights in know-how, database rights, design rights and other intellectual property rights or equivalent forms of protection, of whatever nature arising anywhere in the world, whether registered or unregistered and including applications for the grant of such rights (together, "Intellectual Property Rights")) in and to:

our app and our Services;
any necessary software used in connection with our Services (which, where you are a Direct User or Guest User, include our app) (the “Software”); and
(excluding the Contributions) all content contained within or generated by our Services, (which, where you are a Direct User or Guest User, include our app), including but not limited to text, images, charts, graphs and other materials, and specifically including charts, graphs, spreadsheets and other content generated from your Contributions (as defined below) (together, “Content”).

Except for the limited license granted to you under these terms of use, we and our licensors expressly reserve all Intellectual Property Rights in and to our app, our Services, the Software and the Content.

Subject to your compliance with these terms of use, we grant you a personal, limited, non-transferable, non-sublicensable, revocable, worldwide and non-exclusive licence to use our app, our Services, the Software and the Content for your own internal business purposes (if you are a business user) or your personal use (if you are a consumer) in accordance with these terms of use and any other written or other instructions we may give you from time to time (including any instructions or parameters set down by us within or as part of our Services).

Your licence to use the Software is restricted to use of the object code of the Software, and it is a condition of such licence that, except to the extent expressly permitted under applicable law, you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. Additionally, you understand that you may have to agree to additional terms and conditions before you use such Software or any Content proprietary to a third party.

Without prejudice to rest of this clause, you agree:

not to access our Services by any means other than through the interfaces that we provide for use in accessing the Service; or
except as expressly authorised by us or relevant third parties, not to modify, rent, lease, loan, sell, distribute or create derivative works based, our Services, (including, where you are a Direct User or Guest User, our app),the Software or the Content, in whole or in part.

You may print off one copy, and may download extracts, of any Content from our Services for your personal reference and (if you are a business user) you may draw the attention of others within your organisation to Content posted via our Services.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of material provided via our Services must always be acknowledged.

Breach of this clause 13 will be deemed to be a material breach of these terms of use. If we determine (in our sole discretion) that you have committed such a breach, your license under this clause 13 will immediately terminate and you must, at our option, return or destroy all copies of the Content you have made.

14. Your uploads and confidential information

You retain (and we claim no ownership of) all intellectual property rights in and to any information, data, commentary or other materials ("Contributions") which you upload to our Services. However, by uploading Contributions to our Services, you grant us a worldwide, non-exclusive, royalty-free, perpetual, sublicensable and transferable licence to use, copy, store, transmit, reproduce, process, modify, publish and prepare derivative works of your Contributions for the purposes of providing you (and your organisation, if applicable) with our Services and for our product development, research and testing purposes.

Any Contributions which are expressly marked (or provided a similar designation) to be considered confidential or could reasonably be expected to be regarded as confidential to you will be treated as confidential and secret and will only be used and disclosed in accordance with these terms of use, our Privacy Policy and/or to the extent we are required by applicable law to disclose any Contributions. We shall only disclose such information in the event that such information:

is or becomes public (other than through breach of these terms of use) by us;
was lawfully known by us before receiving it from you;
is received by us from a third party without knowledge of breach of any obligation owed to you;
is expressly authorised by you to be shared with, or disclosed to, third parties; or
was independently developed by us without reference to your information.

You also agree and understand that your Contributions (and our Content based on your Contributions) will be visible by any third party with whom you have shared such information.

You acknowledge that, when using Services, you may receive or have access to material which is expressly marked (or provided with a similar designation) to be considered confidential or could reasonably be expected to be regarded as confidential. You will keep such information strictly confidential for an indefinite period and not disclose such information unless:

any use or disclosure of such information is expressly authorised in writing by us or required by applicable law; or
such information is already in, or comes into, the public domain otherwise than through your unauthorised disclosure.

Whenever you make use of a feature that allows you to upload material to our Services, or to make contact with other users of our Services, you must comply with the content standards set out below. You warrant that any such contribution does comply with those standards, and you agree to fully reimburse and compensate us on demand for any breach of that warranty in accordance with clause 19 below.

15. Additional services

Additional terms and conditions may apply to some of our specific Services. Where this is the case, you will always be given the opportunity to review and accept the terms before using the Service in question.

16. Content standards

These content standards apply to any and all Contributions, and to any interactive services associated with it.

You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any Contribution as well as to its whole.

Contributions must:

Be accurate (where they state facts).
Be genuinely held (where they state opinions).
Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

Contain any material which is defamatory of any person.
Contain any material which is obscene, offensive, hateful or inflammatory.
Promote sexually explicit material.
Promote violence.
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
Infringe any Intellectual Property Right of any other person.
Be likely to deceive any person.
Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
Promote any illegal activity.
Be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
Be likely to harass, upset, embarrass, alarm or annoy any other person.
Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
Give the impression that they emanate from us, if this is not the case.
Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

We will not be responsible, or liable to any third party, for the content or accuracy of your Contributions, and we have the right to remove any Contribution you make on our Services if, in our opinion, such Contribution does not comply with the content standards set out in this clause.

If you wish to make a complaint in relation to any Contributions posted on our Services, or if you believe that any Contribution posted on our Services infringes an Intellectual Property Right that you own or have rights to, please contact us immediately at support@tomatopay.co.uk

17. Deleting accounts

Please let us know if you would like to delete your account. Please note that deleting your account will cause all of the personalised elements of our Services (including your Contributions and the Content derived from your Contributions) to be irretrievably deleted and we will not be liable for the loss of any such data. Personal data associated with your account will be treated in accordance with our Privacy Policy.

18. Our liability

Whilst we take every reasonable precaution and care in relation to our app and our Services, the material displayed on our Services is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

We do not limit our liability for:

death or personal injury arising from our negligence;
fraud or fraudulent misrepresentation;
any failure to perform duties that we owe to you under the Financial Services and Markets Act 2000 or under the rules of the Financial Conduct Authority; or
any other liability which cannot be excluded or limited under applicable law.

Subject to the above:

If you are a consumer:

If we fail to comply with these terms, we are not responsible for any loss or damage you suffer which was not caused by our breach of these terms of use or which was not foreseeable at the time you accepted these terms of use.
If you are a Direct User or Guest User using our app and our app is defective (for example if the app damages your device or other digital content owned by you) and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to install the latest software update offered to you free of charge or for damage that was caused by you using the app in a manner that we do not authorise, or for you failing have in place reasonable anti-virus software or the minimum system requirements required to use the app.

If you are a business user:

We accept no liability under or in connection with this agreement (whether such liability arises in contract, tort (including negligence) or otherwise) for any:

loss of income or revenue;
loss of business;
loss of profits or contracts;
loss of anticipated savings;
loss of data;
waste of management or office time,
(for each of (i) - (v) above, whether directly or directly occurring); or
for any indirect or consequential loss or damage of any kind however arising.

Subject to the above, to the extent permitted by applicable law, our total aggregate liability to you for all and any damages, losses or causes of action arising, by reason of or in connection with your use of (or inability to use) our Services, shall be limited to any fees paid by you to use our Services or our Services in the twelve (12) month period immediately prior to the date on which you made the claim.

To the extent permitted by applicable law, our total aggregate liability to you for all and any damages, losses or causes of action arising out of or in connection with the unauthorised disclosure of your sensitive payment data, shall be limited to £250.

19. Compensation

You agree fully reimburse and compensate us on demand and hold us and our subsidiaries and affiliates, and our and their officers, directors, agents, co-branders or other partners, and employees, harmless from any losses, damages, costs, expenses (including reasonable legal fees), sums agreed to in settlement and other liabilities, arising out of any claim, demand, allegation or proceeding brought by any third party due to or arising out of:

any fraud or fraudulent misrepresentation you commit;
any breach of applicable law or regulation by you;
any use of your password by a third party; and
any breach by you of these Terms.

20. Payment Account Providers

We are not responsible for any problems that you might have with the functionality or suitability of your payment account provider. We are responsible for transmitting the payment order but not for the valid execution of the payment transaction itself, which is the responsibility of your payment account provider. If you have any questions in relation to these, you should speak your payment account provider.

21. Information about you

We process information about you in accordance with our Privacy Policy. By using our Services, you consent to such processing and you warrant that all data provided by you is accurate.

22. Account access

In order to ensure that we are able to provide high-quality services that are responsive to our users' needs, you agree that our employees may have access to your account, your Contributions and your records as reasonably needed to investigate complaints.

23. Viruses, hacking and other offences

You must not:

misuse our Services by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
attempt to gain unauthorised access to our Services, the server on which our Services is stored or any server, computer or database connected to our Services; or
attack our Services via a denial-of-service attack or a distributed denial-of service attack.

(together, “Misuse”).

We may report any such Misuse to the relevant law enforcement authorities and, where we do so, we will co-operate with those authorities and may disclose your identity to them. In the event of any such Misuse, we reserve the right to suspend or terminate your use of our Services with immediate effect.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Services or to your downloading of any material posted on it, or on any website or our Services linked to it.

24. Linking to our app

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website or app that is not owned by you.

Our app must not be framed on any other website or app, nor may you create a link to any part of our app other than the home page. We reserve the right to withdraw linking permission without notice. The website or app from which you are linking must comply in all respects with the content standards set out below.

If you wish to make any use of material on our Services other than your Contributions, please address your request to support@tomatopay.co.uk.

25. Links and third parties

Where our Services contains links to other apps, websites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those apps, websites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

In countries where we are not permitted under applicable law to make the Services available to you, we may disable your use of our Services and/or some or all of the Services in those countries.

26. Prohibited uses

You may use our Services only for lawful purposes. You may not use our Services:

In any way that breaches any applicable local, national or international law or regulation.
In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out in clause 16 above.
To transmit, or procure the transmission of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

Not to reproduce, duplicate, copy or re-sell any part of our app, our Services, our Software or the Content in contravention of these terms of use.
Not to access without authority, interfere with, damage or disrupt:
- any part of our app, our Services, the Software or the Content;
- any equipment or network on which our app, our Services, the Software or the Content is stored; or
- any equipment or network or software owned or used by any third party.

In countries where we are not permitted under applicable law to make the Services available to you, we may disable your use of some or all of the Services in those countries.

27. Interactive services

We may from time to time provide interactive services on our Services, including, without limitation to allow users to share comments and company metrics with each other ("interactive services").

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered.

Please note that we do not monitor or moderate interactive services we provide on our Services, and, except as required by applicable law, we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

28. Termination and suspension

The duration of this agreement will remain in effect until terminated under this clause 28. Any notice of termination of this agreement by either party is subject to the notice periods in this clause 28.

Termination for convenience: You may terminate this agreement for any reason by providing us, or if you a Referred User, the Distributor on your behalf providing at least one month’s advance notice. We may terminate this agreement for any reason by providing you at least two months’ advance notice.

Termination / suspension for cause: If you breach these terms we may:

temporarily or permanently withdraw your right to use our app, our Services, our Software and the Content, either with immediate effect or on notice (as determined by us acting reasonably);
temporarily or permanently remove any of your Contributions, either with immediate effect or on notice (as determined by us acting reasonably);
issue a notice to you requiring you to take certain actions and/or cease certain actions;
issue legal proceedings against you, including but not limited to for reimbursement of all costs on demand (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and
disclose such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of this agreement. The responses described above are not limited, and we may take any other action we reasonably deem appropriate.

29. Communications under the Payment Services Regulations 2017

To the extent we are required to make communications under the PSRs we shall either:

communicate general messages to you via the notifications on the website, https://www.tomatopay.co.uk, or through the Services; and
communicate messages specific to you to the email address provided by you during the registration process.

In the event of suspected fraud, we shall contact you using the contact telephone number and/or email address provided by you during the registration process.

30. Additional terms for Direct Users and Guest Users required by app stores

The provisions of this clause 30 apply if you are using our app as a Direct User or Guest User and using the iOS or Android versions of the app. The app, which is available on both the Apple App Store, and the Google Play Store, is controlled and offered by us from our facilities in England. The use and distribution of the app via the relevant app store is governed by the relevant app store’s own rules, with which we must both comply. In the event of a conflict between these terms of use and the terms of the app store that you downloaded our app from, that app store’s terms shall take priority.

you acknowledge that these terms of use are between us and you only, and not with the third party manufacturer or provider of your device or operating system (“Device Manufacturer”);
you acknowledge that the Device Manufacturer has no obligation whatsoever to furnish any maintenance and support services with respect to the app;
in the event of any failure of the app to conform to any applicable warranty, you may notify the Device Manufacturer, and the Device Manufacturer will refund the purchase price (if any) for the app to you and, to the maximum extent permitted by applicable law, the Device Manufacturer will have no other warranty obligation whatsoever with respect to the app;
you acknowledge that us, not the Device Manufacturer, are responsible for addressing any claims of yours or any third party relating to the app;
you acknowledge that, in the event of any third party claim that the app or your use of the app infringes that third party’s intellectual property rights, the Device Manufacturer will not be responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim;
you represent and warrant that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country and you are not listed on any U.S. Government list of prohibited or restricted parties; and
you acknowledge and agree that the Device Manufacturer, and the Device Manufacturer’s subsidiaries, are third party beneficiaries of these terms of use, and that, upon your acceptance of these terms of use, the Device Manufacturer will have the right (and will be deemed to have accepted the right) to enforce these terms of use against you as a third party beneficiary.

31. Jurisdiction, applicable law and language

This agreement and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

The English courts will have exclusive jurisdiction over any claim arising from, or related to, this agreement and our Services.

Notwithstanding the foregoing, if you are acting as a consumer (as defined under applicable laws) when entering into these terms of use, you shall have the right to bring and defend claims in the courts located in your home jurisdiction.

These terms of use are in English and all communications with you will be in English.

32. Variations

We may make changes to these terms of use including any fees from time to time by posting an updated version of these terms of use (and if applicable the fees) on the website and/or the app, provided we give you prior notice to such change. The amount of notice will depend on the type of changes we are making. If it affects the payment services we offer, we will give you two months’ notice. Otherwise, we can make the change by telling you beforehand. By continuing to use the website and/or the app you are deemed to have accepted such changes. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our app.

33. Force Majeure

We may make changes to these terms of use including any fees from time to time by posting an updated version of these terms of use (and if applicable the fees) on our website and/or through our Services, provided we give you prior notice to such change. The amount of notice will depend on the type of changes we are making. If it affects the payment services we offer, we will give you two months’ notice. Otherwise, we can make the change by telling you beforehand. By continuing to use the website and/or our Services you are deemed to have accepted such changes. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on our Services.

34. Complaints

If you have a complaint about the Services, please tell us using the contact details set out at clause 1 so that we can investigate the circumstances for you. We will aim to deal quickly and fairly with any complaints you have about the Services in accordance with our obligations under applicable law. We may, however, direct you to your bank or payment account provider if your complaint involves an unauthorised transaction in accordance with clause 8 above.

If you are a consumer, micro-enterprise or other eligible complainant and you are not happy with our response, you have the right to refer your case to the Financial Ombudsman Service by calling 0800 023 4567, via their website (https://www.financial-ombudsman.org.uk/contact-us/complain-online) or by post (Financial Ombudsman Service, Exchange Tower, Harbour Exchange, London, E14 9SR).

We are not responsible for any complaints or disputes about purchases made using our payment initiation services. You should settle these with the person from whom you bought the goods or services. We are not responsible for the quality, safety, legality or any other aspect of any goods or services purchased using our payment initiation services. Remember that once you have used our payment initiation service to make a purchase, we cannot cancel or stop that payment transaction.

If you are a Referred User and you are unhappy with any product you have obtained from a Distributor or have any complaint regarding any Distributor Service, you should address your complaint directly to that Distributor. If you require their contact details, please tell us using the contact details set out at clause 1 and we will be happy to assist.

35. Non-UK Accounts

To the extent that we provide payment initiation services from bank accounts based outside the UK, you acknowledge and agree that:

you authorise us to provide payment initiation services from your selected bank account(s) for the purpose of providing the Services;
to the extent that we provide payment initiation services in relation to a bank account based in an EU member state, the payment initiation services provided by us shall be subject to the PSD2 and, where applicable, subject to the relevant member state’s local law implementation of the PSD2 and all references to the “PSRs” in these Terms shall be deemed a reference to the PSD2 and, where applicable, the relevant member state’s local law implementation of the PSD2;
to the extent that we provide payment initiation services in relation to a bank account based outside the EU, such payment initiation services may subject to the relevant local law and regulation and all references to the “PSRs” in these Terms shall be deemed a reference to the equivalent local law and regulation; and
we may make any changes to the app, Services, and/or to these Terms, to the extent necessary to comply with applicable law and regulation to enable us to lawfully and properly provide the app and perform the Services. Where reasonably practicable, we shall notify you of such changes. Should we make any such changes which deprive you of a material benefit under these Terms, you may terminate these Terms by providing written notice to us within one week of notification of the proposed changes; after such period, you shall be deemed to have accepted such changes.

36. Referred Users

Each Referred User acknowledges and agrees that:

the Services are provided by us and the Distributor Service is provided by the Distributor;
we are not responsible for any Distributor Services, including (i) the failure or unavailability of such services; and (ii) any losses which may be incurred by the Referred User in the course of receiving or relying on Distributor Services;
any claim you may have in respect of the Distributor Services shall be subject to the terms of the relevant Distributor Agreement;
if you have any concerns over the Distributor Services, you agree to direct your concerns to the relevant Distributor; and
the relevant Distributor is entirely liable for the delivery and performance (or non-delivery and non-performance) of the Distributor Services.

Annex – Subscription Fees

1. Definitions

The following definitions apply to this Annex:

“Billing Period” means (i) a period of 30 days commencing on the first day you become a Direct User and (ii) each successive 30-day period thereafter;

“Calculation Table” the table set out in paragraph 2;

“Smart Fee” means the fee payable for the Smart Invoice feature as described in paragraph 3; and “Transaction Fee” means the outbound fees and/or inbound fees payable by you as set out in the Calculation Table.

2. Transaction Fees for Payment Orders

Each inbound payment order you receive will be subject to a transaction fee calculated based on the payment order value in accordance with the Calculation Table.

Your first 500 outbound payment orders in your current Billing Period are free and you will be charged a Transaction Fee for each additional outbound payment order in excess of the first 500 in each Billing Period calculated in accordance with the Calculation Table.

Payment Order Value	Transaction Fee (per Payment Order)
up to £10	1p
£10 - £100	10p
£100 +	0.1% of the payment order value

3. Smart Fee

Use of the Smart Invoice functionality is subject to a subscription fee of £9.95 per Billing Month, the “Smart Fee”. This provides you with the ability to generate 100 invoices per Billing Month, any additional invoices generated in your Billing Month will be subject to an additional charge of £0.50 per invoice.

4. Payment

Your applicable Transaction Fee and any fees for additional invoices generated outside of your allowance becomes due at the time that you submit your payment order or generate an invoice. Your Smart Fee will become payable on the first day of your then current Billing Period. All sums payable under this agreement are exclusive of VAT or any relevant local sales taxes, for which you shall be responsible. We reserve the right to require you to pay any fees due under this agreement from you by standing order provided we give you notice in accordance with clause 32 of the agreement. The standing order must be set up so that the applicable fees leave your account when the payment becomes due.

If you fail to make any payment due to us under this agreement by the due date for payment, then, without limiting our remedies under this agreement, you shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate (http://www.bankofengland.co.uk/boeapps/iadb/Repo.asp) from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Where any interest is payable in accordance with this section, you must pay the interest together with the overdue amount.