Terms of Service

Your attention is particularly drawn to the provisions of clause 14 (Limitation of liability).

Interpretation and Definitions
1. Charges: the charges that must be paid in consideration of us providing the Services.
2. Contract: these Terms together with the Order Form and any other documents regarding the provision of services to you that are agreed to form part of the Contract. This may include, but is not limited to, a document confirming the cost of us providing the Services to you.
3. Customer(s): the purchaser of goods and/or services from the Merchant.
4. Merchant: the seller of goods and/or services to the Customer.
5. Order Form: the order form that sets out the Services and Charges that you have agreed to enter into with us.
6. Payment Partner(s): the Third Party(ies) that we use to enable us to provide the Services. These currently include: Stripe Payments UK Limited (“Stripe”) and Yapily Connect Ltd (“Yapily”).
7. Period: the duration of the Contract as agreed between us and you.
8. Services: the services we provide to you. These are primarily the facilitation of payments by Customers to Merchants by way of card payment or open banking. We also offer other financial management services. For further information on this, please see our website at www.ontik.io
9. Terms: these terms and conditions.
About us
1. Company details. Ontik Technologies Limited (company number 14374185) (we and us) is a company registered in England and Wales and our registered office is at Flat 5 21 Nevern Place, Earl’s Court, London, United Kingdom, SW5 9NR. Our VAT number is 435 6337 88. We operate the website ontik.io.
2. Contacting us. To contact us, please email info@ontik.io. How to give us formal notice of any matter under the Contract is set out in 19.2.
3. Regulatory Status. Please note that we are not regulated. Our Payment Partners are regulated by the FCA. Their respective FCA reference numbers are:
  1. Stripe: 900461
  2. Yapily: 827001

For further information about our Payment Partners’ terms and conditions please see their respective websites.

We do not accept any liability for any loss or damage caused by any breach of the terms and conditions of any of our Payment Partners by you.

Our contract with you
1. Our contract. These Terms apply to the Contract. They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. These Terms are accepted by you accessing the Payment Platform or using the Services.
2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. Language. These Terms and the Contract are made only in the English language.
4. Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
Formation and Duration of the Contract
1. You are deemed to have entered into the Contract and to have accepted the Terms upon signing up and providing us with the necessary information to enable us to create your account and provide you with the Services.
2. The Contract shall run from formation for the Period. The Contract shall automatically renew upon expiry of the Period unless terminated in accordance with clause 16 of these Terms.
Cancelling the Contract and obtaining a refund
1. You may cancel the Contract within the 14-day cooling-off period following the formation of the Contract by giving us written notice of that cancellation.
2. If you do cancel the Contract within the cooling-off period, you will be charged for any Services used during that period.
3. After that cooling-off period, termination is only possible in accordance with clause 16 of these Terms.
Our services
1. We provide Software as a Service (“SaaS”) to you that facilitates the acceptance and pursuit of payments to you, a Merchant, from your Customers via either card payment or open banking. These transactions are handled entirely by our Payment Partners. For the avoidance of doubt, we never receive or handle any funds, and accept no liability for any losses as a result of the processing undertaken by our Payment Partners.
2. We also provide additional services to assist with the financial management of your business. For more details about what services you have chosen for us to provide to you, please see your Order Form.
3. The services provided by our Payment Partners are subject to their terms and conditions which can be found here:
  1. Stripe: https://stripe.com/gb/privacy
  2. Yapily: https://www.yapily.com/legal
4. You are responsible for creating and maintaining an account with our Payment Partners to enable you to utilise their services. The Services do not include us mediating between you and our Payment Partners.
5. We accept no liability or responsibility for any consequences of any failure, act, or omission by you, our Payment Partners, or your Customers.
6. Descriptions and illustrations. Any descriptions or illustrations on our site or any other demonstration materials are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
7. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
8. Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Contract, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
Your obligations
1. It is your responsibility to ensure that:
  1. the information provided by you is complete and accurate;
  2. you cooperate with us in all matters relating to the Services;
  3. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
  4. you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
  5. you comply with all applicable laws, including health and safety laws;
2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in 7.1 (Your Default):
  1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under 16 (Termination);
  2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
  3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
Services in UK only
1. Unfortunately, we are unable to facilitate payments from Customers whose addresses are outside the UK.
2. You may enter into a Contract for the Services from an address outside the UK, but the Contract must be for performance of the Services for a business whose registered address is in the UK.
3. Payments made by Customers to Merchants must be made in Pound Sterling (“GBP”).
4. Payments can be made by Customers who are based outside of the UK but we are only able to accept card payments in these circumstances. For the avoidance of doubt the Merchant must be based in the UK.
Charges
1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this 9.
2. The Charges are the prices quoted on our site at the time you enter into the Contract as per clause 4 of these Terms. These charges are subject to change and we will notify you of any price changes in advance of the change taking effect.
3. If you wish to change the scope of the Services after the Contract is formed, and we agree to such change, we will modify the Charges accordingly.
4. We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see 9.8 for what happens if we discover an error in the price of the Services.
5. We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Retail Prices Index. We will give you three months’ notice of any changes to the Charges.
6. Our Charges are in GBP and must be paid to us as such. We do not accept payments in respect of our Charges in any other currency.
7. Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
8. It is always possible that, despite our reasonable efforts, some of the Services on our site or Order Form may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site or Order Form, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site or Order Form, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling the Contract. We will not provide, or continue to provide, you with the Services until we have your instructions. If we are unable to contact you using the contact details you provided when signing up, we will treat the Contract as cancelled and notify you in writing. However, if we mistakenly accept and provide you with the Services where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
How to pay
1. Payment for the Services is to be made in arrears. We will take your first payment on the first day of the calendar month following formation of the Contract in accordance with clause 4 of these Terms and will take subsequent payments monthly in arrears.
2. On the first day of each calendar month we will provide you with an invoice detailing the Charges incurred by you in the preceding calendar month.
3. You can pay for the Services by direct debit or bank transfer. In the case of a direct debit, your designated bank account will be charged automatically each month. The invoice will be due and payable immediately and payment must be made within 7 calendar days of the invoice being sent to you.
4. For any failed or cancelled payments, a £20 administration fee will be levied.
5. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under 16 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 10.5 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
6. You shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
Complaints

If a problem arises or you are dissatisfied with the Services, please email details of your complaint to info@ontik.io.

Intellectual property rights
1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
How we may use your personal information
1. We will use any personal information that either you provide to us, or that is provided to us via the Enterprise Resource Planning (“ERP”) systems that are integrated into our software to:
  1. provide the Services;
    1. this includes data belonging both to the Merchant and the Customer to enable the Services to function. This includes, but is not limited to, email addresses, names, and addresses.
  2. process your payment for the Services; and
  3. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
2. We will process your personal information in accordance with our Privacy Policy, the terms of which are incorporated into this Contract.
Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence; or
  2. fraud or fraudulent misrepresentation.
2. Subject to 14.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
  1. loss of profits;
  2. loss of sales or business;
  3. loss of agreements or contracts;
  4. loss of anticipated savings;
  5. loss of use or corruption of software, data or information;
  6. loss of or damage to goodwill; and
  7. any indirect or consequential loss.
3. Subject to 14.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.
4. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
5. We accept no liability or responsibility for any consequences of any failure, act, or omission by you, our Payment Partners, or your Customers.
6. This 14 will survive termination of the Contract.
Confidentiality
1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by 15.2.
2. We each may disclose the other's confidential information:
  1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this 15; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
Termination, consequences of termination and survival
1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
  1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 28 days of you being notified in writing to do so;
  2. you fail to pay any amount due under the Contract on the due date for payment;
  3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
  4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
  5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
2. You may terminate this agreement by providing at least one month’s written notice for the Contract to end no sooner than after the last day of the Period. Otherwise, the Contract will renew for an amount of time equal to the Period.
3. Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
Events outside our control
1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
  1. we will contact you as soon as reasonably possible to notify you; and
  2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 28 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.
Non-solicitation

Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

Communications between us
1. When we refer to "in writing" in these Terms, this includes email.
2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
3. A notice or other communication is deemed to have been received:
  1. if delivered personally, on signature of a delivery receipt;
  2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
  3. if sent by email, at 9.00 am the next working day after transmission.
4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
20. General
1. Assignment and transfer
  1. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you by posting on this webpage if this happens.
  2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
6. Entire Agreement. The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
7. Governing law and jurisdiction. The Contract is governed by English and Welsh law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English and Welsh courts.

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TERMS AND CONDITIONS FOR CUSTOMERS

YOUR ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 4

Interpretation and Definitions
1. Customer(s): the purchaser of goods and/or services from the Merchant.
2. Merchant: the seller of goods and/or services to the Customer.
3. Payment Partner(s): the Third Party(ies) that we use to enable us to provide the Services. These currently include: Stripe Payments UK Limited (“Stripe”) and Yapily Connect Ltd (“Yapily”).
4. Services: the services we provide to Merchants. These are primarily the facilitation of payments by Customers to Merchants by way of card payment or open banking. We also offer other financial management services. For further information on this, please see our website at www.ontik.io
5. Terms: these terms and conditions.
Agreement to Be Bound by Terms
1. By using our platform to make a payment to a Merchant, you agree to be bound by these Terms and acknowledge that you have read and understood these Terms.
2. You agree to be bound by the terms and conditions of the relevant Payment Partner by using one of the payment methods to make payment through our system to a Merchant. These are:
  1. For Card Payments: Stripe: https://stripe.com/gb/privacy
  2. For Open Banking: Yapily: https://www.yapily.com/legal

For further information about the terms of our Payment Providers, please visit the links above.

You agree to abide by these Terms and the terms of the relevant Payment Partner at all times when using our system to make payments. This includes any obligations that you are required to abide by under those agreements.

How we may use your personal information
1. We will use any personal information that either you provide to us, or that is provided to us via the Enterprise Resource Planning (“ERP”) systems that are integrated into our software to:
  1. provide the Services;
    1. this includes data belonging both to the Merchant and the Customer to enable the Services to function. This includes, but is not limited to, email addresses, names, and addresses.
  2. process your payment as part of providing the Services; and
2. We will process your personal information in accordance with our Privacy Policy, the terms of which are incorporated into this Terms.
Liability
1. We accept no liability or responsibility for any consequences of any failure, act, or omission by you, our Payment Partners, or a Merchant.
2. It is your responsibility to ensure that any information you provide to us or our Payment Partners is accurate.
Miscellaneous
1. Third party rights. These Terms are between you and us. No other person has any rights to enforce any of its terms.
2. Entire Agreement. The Terms constitute the entire agreement between the parties. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
3. Governing law and jurisdiction. The Terms are governed by English and Welsh law and we each irrevocably agree to submit all disputes arising out of or in connection with the Terms to the exclusive jurisdiction of the English and Welsh courts.

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Terms of Service

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