1.1. This agreement is between A) Roqqett Ltd, a limited company registered in England and Wales with company number 12330839 and having registered offices at 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX (“Roqqett”,); and B) you, a merchant engaging with Roqqett to receive and take payments via the Roqqett service (the “Merchant Service”).
1.2. Roqqett’s VAT number is [INSERT].
1.3. Roqqett is registered with the Financial Conduct Authority under the Payment Services Regulations 2017 for the provision of payment services. Reference number 925174 .
2.1. These Terms apply to your use of the Merchant Service and you are responsible for ensuring that all personnel authorised by you to use the Merchant Service comply with these Terms.
2.2. The Merchant Service consists of the roqqett.com website (the “Site”), the software applications hosted or made available by Roqqett and any other related content and materials, however you access them, whether via the mobile or tablet app (the “App”) or via the Site. When you sign up for an account with Roqqett this is referred to as your “Roqqett Account”.
3.1. In order to set up a Roqqett Account you must provide Roqqett with basic information about your company as well as ID for your directors and ultimate beneficial owners, in accordance with Roqqett’s “know your business” (KYB) procedures, further details of which are set out [INSERT where the full KYB requirements can be located]. Roqqett will seek to verify this information using third party verification service providers and will then decide whether to approve your Roqqett Account. If your Roqqett Account is approved, Roqqett will repeat the verification checks on future occasions and if you fail to provide the information necessary for it to do so, Roqqett reserves the right to terminate your Roqqett Account.
3.2. When setting up a Roqqett Account you are required to provide details for the bank account to which transaction funds will be paid and refunds will be debited (the “Merchant Bank Account”). You must only link your Roqqett Account with a bank account registered in your name and must not provide bank account details which relate to any other person or entity. Roqqett will then send a request to your bank to allow your Merchant Bank Account to be linked to the Merchant Service. This request will need to be approved by you before you can take payments using the Merchant Service. You can change your Merchant Bank Account details at any time via your App settings.
3.3. You must only allow your authorised personnel to access Roqqett on your behalf. You must, and must make sure that all authorised personnel, treat as confidential the user identification code, password and any other piece of information generated or selected as part of Roqqett’s security procedures, and you must not disclose these to any third party.
4.1. Roqqett will always try to ensure that the Merchant Service is available for your use without interruption.
4.2. You are responsible for making all arrangements necessary for you to have access to the Merchant Service (for example ensuring you have an available internet connection).
5.1. There is no charge for downloading the Merchant Service. You will then be charged a transaction fee, at Roqqett’s then standard transaction fee rate, in respect of each payment that you take using the Merchant Service (the “Transaction Fee”). If Roqqett makes a change to the rate of the Transaction Fee it will always provide you with prior notice of the change.
5.2. Once your Roqqett Account has been approved and your Merchant Bank Account has been linked to the Roqqett Service you will be able to take payments via the Merchant Service. In order to take payment your authorised personnel will need to enter the transaction value onto your device which is linked with the Merchant Service and the Merchant Service will send a payment request which will be visible to any Roqqett user within the immediate vicinity. The customer will select the payment request they wish to settle and will use their App to authorise payment to your Merchant Bank Account.
5.3. Funds from your transactions will be processed and paid into your Merchant Bank Account, typically within 2 hours.
5.4. You can access a report of the transactions you have processed and the Transaction Fee due to Roqqett in respect of each (the “Transaction Report”), on the App. Each month Roqqett will generate an invoice based on the Transaction Report. The monthly invoice will cover all Transaction Fees due from you in respect of transactions processed in the previous month. You shall pay any such invoice within 5 days of the date of receipt of such invoice, via direct debit or otherwise, using the bank details notified by Roqqett to you.
5.5. It is your responsibility to review the Transaction Report and notify Roqqett in writing if you think there is an error with any information contained there.
6.1. Subject to the consumer passing the necessary credit checks, Roqqett offers some consumer users a “Pay Later” option. Any “Pay Later” transaction will be subject to an increased Transaction Fee as per Roqqett’s standard Transaction Fee rates from time to time. If Roqqett makes a change to the rate of the Transaction Fee it will always provide you with prior notice of the change. All other payment terms will remain the same, however Roqqett will be the party providing you with the funds instead of the consumer.
6.2. You can opt-out of allowing consumers to “Pay Later” for your goods or services [via the App].
7.1. You can issue refunds via the Merchant Service for transactions that were processed using the Merchant Service and Roqqett will not charge a further Transaction Fee for issuing a refund.
7.2. Funds will be debited from your Merchant Bank Account in order to issue a refund and you are solely responsible for accepting and processing returns of your products and services. Roqqett has no responsibility for or obligation to process such returns, or to respond to your customers’ enquiries about returns.
Intellectual Property Rights in the Merchant Service
8.1. Roqqett is the owner or the licensee of all intellectual property rights in the Merchant Service (including the Site, the App and any content or material provided as part of or published within the Merchant Service). Roqqett and its licensors reserve all rights in such intellectual property in connection with these Terms. This means, for example, that Roqqett and its licensors remain owners of them and are free to use them as they see fit.
8.2. Subject to you complying with the terms of this agreement, Roqqett grants you a non-exclusive, revocable, non-transferable licence, without the right to sublicense, to access and use the Merchant Service for your internal business purposes only.
Intellectual Property Rights in your Merchant Content
8.3. By using the Merchant Service, you agree to grant Roqqett, a non-exclusive, royalty free and worldwide licence to use the information, materials, data and other content that you provide via the Merchant Service (“Merchant Content”). Roqqett may use, modify, display, distribute and create derivative materials using your Merchant Content for the purpose of providing the Merchant Service to you.
9.1. When using the Merchant Service it is important that you do not, and you should ensure that your authorised personnel do not:
9.1.1. attempt to circumvent password or user authentication methods on the Merchant Service;
9.1.2. reproduce, duplicate, copy or re-sell any part of the Merchant Service other than as permitted by these Terms;
9.1.3. access without authority, interfere with, damage or disrupt any part of the Merchant Service, any equipment or network on which the Merchant Service is stored or any software used in the provision of the Merchant Service;
9.1.4. use the Merchant Service to access without authority, interfere with, damage or disrupt any service, system, equipment, network or software owned or used by any third party;
9.1.5. reverse engineer or reverse compile any of the technology used to provide you with the Merchant Service, including but not limited to, any applications associated with the Merchant Service, the Site and the App; or
9.1.6. use the Merchant Service:
184.108.40.206. for any purpose that is unlawful under any applicable law or prohibited by these Terms;
220.127.116.11. to commit any act of fraud;
18.104.22.168. to distribute viruses or malware or other similar harmful software code;
22.214.171.124. for purposes of promoting unsolicited advertising or sending spam;
126.96.36.199. to simulate communications from Roqqett or another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’);
188.8.131.52. to promote any unlawful activity; or
184.108.40.206. to represent or suggest that Roqqett endorses any other business, product or service unless Roqqett has separately agreed to do so in writing.
11.1. By accessing and using the Merchant Service, you acknowledge and agree that your use of the Merchant Service and all information and content included in or accessible from the Merchant Service is provided on an “as is” and “as available” basis. To the fullest extent permissible by law, Roqqett disclaims all statutory or implied warranties, representations and conditions including but not limited those as to quality, merchantability, fitness for purpose and non-infringement.
11.2. Any material downloaded or otherwise obtained through the use of the Merchant Service is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from Roqqett or from the Merchant Service will create any warranty not expressly stated in these Terms.
11.3. While Roqqett aims to ensure that the Merchant Service is accurate, up-to-date and free from bugs, it cannot promise that it will be. Furthermore, it cannot promise that the Merchant Service will be fit or suitable for any purpose. Any reliance that you may place on the information on the Site or App is at your own risk.
11.4. Content is provided for your general information purposes only and to inform you about Roqqett and its services and other parties and services that may be of interest. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any of these purposes.
11.5. Roqqett is not a financial adviser, and the Merchant Service is not intended to provide financial advice. Roqqett does not make any representations, warranties, or guarantees of any kind that the Merchant Service is appropriate for your business.
12.1. This clause sets out the entire liability of Roqqett (including any liability for the acts or omissions of its employees, agents and contractors) to you in respect of: any breach of these Terms; any use made by you of the Merchant Service or any part of it; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the agreement between Roqqett and you.
12.2. Nothing in these Terms excludes any liability that Roqqett cannot exclude or limit as a matter of law for example: death or personal injury caused by Roqqett’s negligence.
12.3. Subject to clause 12.2, Roqqett shall not be liable, whether such liability arises in tort, contract or in any other way (and whether or not caused by negligence or misrepresentation), for:
12.3.1. any loss or damage caused by a system or network error or failure including an error with a third party banks’ systems;
12.3.2. any loss or damage caused by an error with the App including incorrectly issued rewards or an incorrectly processed payment;
12.3.3. any loss or damage caused by errors or omissions in any of your Merchant Content provided by you to Roqqett in connection with the Merchant Service;
12.3.4. any actions taken by Roqqett at your direction;
12.3.5. loss or corruption of data or information;
12.3.6. loss of contract;
12.3.7. loss of opportunity;
12.3.8. loss of savings, discount or rebate (whether actual or anticipated);
12.3.9. harm to reputation or loss of goodwill;
in each case whether direct or indirect; or
12.3.10. any other consequential, indirect or special loss.
12.4. Subject to clause 12.2 and 12.3, Roqqett’s total liability shall not exceed an amount equal to the Transaction Fees paid by you to Roqqett during the immediately preceding 12 month period.
12.5. You shall indemnify Roqqett in respect of any losses incurred by Roqqett arising out of or in connection with a claim by a consumer which relates to your default or non-compliance with these Terms.
13.1. You have the right to terminate your relationship with Roqqett at any time and can do so by deactivating your Roqqett Account through the App or by contacting Roqqett.
13.2. Roqqett may suspend or terminate operation of the Merchant Service on 14 days’ written notice to you, or at any time if it:
13.2.1. receives a customer complaint in relation to your use of the Merchant Service;
13.2.2. reasonably suspects that there is a security threat to the App or Merchant Service; or
13.2.3. reasonably suspects that you have failed to comply with any of these Terms.
14.1. Notwithstanding any other provision of these Terms, Roqqett shall not be deemed to be in breach of these Terms or otherwise liable to you as a result of any delay or other failure in the performance of its obligations under these Terms if and to the extent that such delay or other failure is caused by or arises from any event or circumstance not within the reasonable control of Roqqett.
15.1. If you wish to contact Roqqett for any reason, including because you have a complaint, you can do so by:
15.1.1. sending an email to firstname.lastname@example.org;
15.1.2. calling Roqqett on the telephone number available on the Roqqett website; or
15.1.3. contacting Roqqett using its chat function.
15.2. If Roqqett has to contact you or give you notice in writing Roqqett will do so by email, SMS or via a notification in the App and any communications will usually be in English. Roqqett will use the email address or telephone number provided during the creation of your Roqqett Account and it is your responsibility to ensure that the details held by Roqqett are correct.
15.3. If Roqqett becomes aware or suspects that you are affected by fraud or an operational security incident, Roqqett will contact you by email, SMS or through the App.
15.4. It is your responsibility to download the latest software for your device and the latest version of the App as soon as made available to help keep your Roqqett Account safe.
16.1. Roqqett reserves the right to revise these Terms from time to time to comply with law or to meet changing business requirements.
16.2. Roqqett will provide you with two months’ written notice of any change to these Terms either by email, or in the App. By continuing to use the Merchant Service after the change has become effective you will be treated as accepting and agreeing the updated version of these Terms.
16.3. If you do not agree to the proposed changes you can notify Roqqett and Roqqett will arrange for your Roqqett Account to be closed, subject to the rest of these Terms.
17.1. Assignment. You may not assign, subcontract or encumber any right or obligation under this agreement, in whole or in part, without Roqqett’s prior written consent.
17.2. Set-off. Roqqett may set off any amount you owe it under this agreement or otherwise against any amount that it owes to you. You shall pay all sums that you owe to Roqqett under this agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
17.3. No partnership. Nothing in this agreement constitutes, or shall be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
17.4. Entire agreement. These Terms set out the entire agreement and understanding between the parties and supersedes any previous agreement between the parties relating to its subject matter. Unless otherwise expressly agreed in writing these Terms will apply in place of and prevail over any terms or conditions contained in or referred to in correspondence or elsewhere or implied by trade custom or course of dealing.
17.5. Third party rights. No one other than a party to these Terms has any right to enforce any of these Terms.
17.6. Severance. If a court or relevant authority decides that any the Terms are unlawful or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17.7. Governing law and jurisdiction. These Terms 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. Both Parties agree that the courts of England and Wales will have exclusive jurisdiction in relation to any such dispute or claim.