Epos Terms and Conditions: | CutPay Merchant Services

General Terms and Conditions of Trading with CutPay Merchant Services.

Parties to the contract
1. “Customer” is the person who accepts a quotation of the Company for the sale of the Goods or whose order for the Goods is accepted by the Company. The customer is responsible for reading and agreeing our terms and conditions as they will form the basis of the contract of purchase and service agreement.
2. “The Company” CutPay Merchant Services. CutPay are responsible for providing a purchase and service that meets the agreements within the terms and conditions. Our registered office is CutPay Merchant Services LTD, Suite 2, Buddle House, Buddle Road, Newcastle Upon Tyne, NE4 8AW. Our company registration number is 09492222
Choosing a product from CutPay Merchant Services
1. The Company shall provide information about our products and services to help inform the basis of the purchase.
2. If requested by the Customer, the Company may provide a full demo of our software free of charge if the customer desires to help inform the customer of the purchase.
3. It is the responsibility of the customer entirely to ensure that the hardware and software products they are purchasing meet their requirements.
4. The Company will provide a written quotation on request. This quotation is a guideline price and does not form the basis of any contract between the Customer and the Company.
5. Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
6. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, website or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
Purchasing a product from CutPay Merchant Services
1. These Terms and Conditions are available on our website.
2. It is the customer’s responsibility to read and agree to the terms and conditions prior to making payment.
3. All product pricing is provided in “good faith”. Written quotations will usually be valid for 30 calendar days from issue, however, some offers and discounts are subject to shortened timeframes. Where this is the case, the customer will be advised by CutPay Merchant Services employees and/or in CutPay Merchant Services sales literature.
4. All prices quotes are ex VAT. Where VAT should be paid, this will be added on the invoice before payment is received.
5. Once a payment is received the contract between CutPay Merchant Services and the Customer is in force.
6. CutPay Merchant Services may record phone calls for training purposes.
Internet
1. Our hardware and software require a reliable and robust connection to the internet to take advantage of all of the online features and benefits.
2. It is the customer’s responsibility to ensure that they have an appropriate internet connection in place prior to installation and to also ensure that the internet connection is maintained correctly.
3. Our recommended internet speeds are a minimum 7Mbps download speed and 0.6Mbps upload speed.
4. Internet speeds and consistencies can be checked by using internet speed test websites or contact your internet service provider.
5. Whilst CutPay Merchant Services employees may provide advice and an indication of the suitability of the Customer’s internet connection, it remains the Customer’s responsibility to ensure they have a suitable internet connection both before and after an order is placed.
6. CutPay Merchant Services cannot be responsible for any slow responses to our system that is caused by poor internet connection.
Hardware without upfront costs
1. CutPay Merchant Services offers some services where we supply hardware and/or software solutions, without any upfront cost, but instead with a monthly fee. This includes, but isn’t limited to, Epos Software and Hardware.
2. These services have a fee, which is charged monthly, with a minimum contract length of 12 calendar months for software and 36 months for hardware.
3. The customer will be advised of the monthly fee at the time of purchase.
4. If the customer cancels the contract within 12 months they must return any hardware they have received, and pay the remaining balance of the 36 months contract. This is calculated by multiplying the number of months outstanding by the monthly fee.
5. After 36 calendar months, the contract automatically becomes a rolling contract, with the monthly fee remaining the same. Either party can cancel the contract at any time, by giving 30 days notice.
6. The Customer is at all times responsible for ensuring timely payments to avoid default charges. CutPay Merchant Services will charge £10 (ex vat) for each day that payment is overdue.
7. The Customer holds CutPay Merchant Services harmless against any defaults or claims arising out of use of the equipment.
Rental
1. We may offer the ability to rent equipment from CutPay Merchant Services.
2. At time of placing a rental order CutPay Merchant Services will advise the Customer of the rental period, and the fee for rental for that period.
3. On acceptance of an order, a deposit will be required (excluding VAT) per terminal will be taken in addition to the first month’s rental fee.
4. If the rental period is for greater than one month the subsequent payments are due in 1 month intervals, starting from the first date of the rental period.
5. It is the Customer’s responsibility to ensure the equipment is maintained and returned in the same condition as it was dispatched.
6. It is the customer’s responsibility to document, and provide back to CutPay Merchant Services, any defects in the cosmetic condition of the equipment within the first 24 hours of receiving the goods.
7. CutPay Merchant Services remains the owner of the equipment at all times.
8. It is the customer’s responsibility to arrange the safe return of equipment within 5 working days of the end of the rental period.
9. CutPay Merchant Services may offer to collect the equipment, however, it is the Customer’s responsibility to document the cosmetic condition before they are collected by CutPay Merchant Services (or CutPay Merchant Services’s third-party courier).
10. For each calendar day after 5 working days from the end of the rental period that CutPay Merchant Services has not received the equipment we will charge an additional £25 (ex vat).
11. Upon return of the equipment CutPay Merchant Services will inspect the equipment and compile a report on the equipment.
12. Based on the report of the engineer a full refund of the deposit will be made less any adjustments. If the customer is eligible for a return of the deposit this payment will be within 14 working days of receiving the returned equipment.
13. If the equipment is returned damaged beyond the value of the deposit, CutPay Merchant Services retains the right to invoice the customer for the amount additional to the deposit. The customer must pay this charge within 14 days of receiving the invoice.
14. If the equipment is not returned after 28 days after the rental period CutPay Merchant Services will withhold the entirety of the deposit and invoice the Customer for the remaining value of the equipment and any charges outstanding. This must be paid within 14 days of receiving the invoice.
15. The Customer is at all times responsible for ensuring timely payments to avoid default charges. CutPay Merchant Services will charge £10 (ex vat) for each day that payment is overdue.
16. The Customer holds CutPay Merchant Services harmless against any defaults or claims arising out of use of the equipment.
17. The equipment rental does not include any ongoing services or consumables but these are available on request, at a charge.
18. The Customer is responsible for informing CutPay Merchant Services of any changes to their contact details.
Annual Licence Fee
1. CutPay Merchant Services charges an annual license to all customers using the CutPay Merchant Services Software, with the exception of those on a Support Plan (which includes the fee).
2. The first year’s license fee is included in the price of purchasing our software.
3. Payment becomes due on the anniversary of the original account activation.
4. The fee is non-negotiable and non-refundable.
5. CutPay Merchant Services will notify the customer 30 days prior to the due date. Failure to make payment within the 30 days will restrict the access to the platform until the payment is made.
6. Payment of the annual licence fee provides the following service
  1. I. Use of the CutPay Merchant Services software for next 12 month period
  2. II. Maintenance and operating costs of the CutPay Merchant Services servers
  3. III. Selective system updates improving the running and functionality of the software
Support Plan
1. CutPay Merchant Services offers two optional Support Plans: Standard Support and Premium Support.
2. Customers can upgrade to a Support Plan at any time either through the Back Office of the CutPay Merchant Services Software using their login credentials, or by contacting CutPay Merchant Services.
3. By signing up to a Support Plan the Customer is agreeing to these terms and conditions.
4. All Support Plans are a contract for one calendar year.
5. When the Customer signs up for a Support Plan they can choose whether to pay annually or monthly. Payments are required in advance.
Monthly Payments of any Support Plan
1. Where the Customer chooses to pay monthly they must provide recurring payment details either through direct debit or a credit or debit card
2. Monthly payments are due each month, on the same day of the month the plan was purchased.
3. CutPay Merchant Services will attempt, through their payment providers, to take the payment each month. Where payments fail CutPay Merchant Services will attempt to take the payment again.
4. If a payment fails CutPay Merchant Services retains the right to restrict access to the CutPay Merchant Services software for all of the Customer’s licenses, locations and devices until payments continue, and missed payments are received in full.
5. If the customer wishes to cancel their Support Plan mid-way through the one-year contract they will be liable to pay a charge calculated by multiplying the number of months remaining on the contract by their monthly payment.
Premium Support
1. Customers may choose to upgrade from Standard Support to Premium Support.
2. If the customer is already part-way into a Standard Support contract this existing contract will be cancelled and replaced by the Premium Support contract.
3. Where the customer paid annually for a Standard Support plan the pro-rata remains of this payment will be discounted from the Premium Support plan’s payment.
4. The Premium Support contract lasts one year from date of taking out Premium Support.
Renewal & Cancellation
1. After one year the customer’s contract will automatically renew for another year unless the Customer advises CutPay Merchant Services before the renewal date that they do not wish it to renew.
2. The customer has a 30 day cooling-off period after the automatic renewal date in which to notify CutPay Merchant Services that they do not wish to continue on Support, CutPay Merchant Services will cancel the contract with no penalty to the Customer.
3. To continue to use the CutPay Merchant Services software after cancellation the Customer must either pay the Annual License Fee or sign up to another Support Plan.
4. CutPay Merchant Services may also choose to end the contract if:
  1. The Customer does not pay the charges when they are due.
  2. The Customer breaks this agreement and/or a related agreement in any other material way and you don’t correct the situation within 7 days of us asking you to do so.
  3. We reasonably believe that you are infringing or have infringed our rights or the rights of a third party.
  4. The Customer are the subject of a bankruptcy order, or become insolvent, or make any arrangement with or for the benefit of creditors.
  5. CutPay Merchant Services discontinues this product.
5. Where CutPay Merchant Services ends this contract they will give at least 30 days’ notice.
Standard Support includes:
1. Access to the CutPay Merchant Services Support Team during office hours (Monday-Saturday 9am-5.30pm UK time excluding public holidays).
2. The Annual License fee (i.e. the Customer does not need to pay the Annual License fee)
3. Remote technical and support from our UK call centre.
4. Software updates.
5. Email support
6. Encrypted backup of transaction data.
7. Warranty upgraded from “Return to Base” to “Swap It”
8. Remote training for all staff
Delivery of purchase
1. Free delivery is offered on all orders over £150.00 (excluding VAT) to the UK only. For all UK orders below this amount, a fee of £5.95 (plus VAT) is charged during the checkout process.
2. Whilst CutPay Merchant Services take every care to ensure the packaging prevents any damage in transit, it is the Customer’s responsibility to check the products before they accept them at time of delivery.
3. In the rare occasion that a product is faulty or damaged on arrival we will provide a replacement product. CutPay Merchant Services must be notified of any faults or damages on the day of delivery.
4. Whilst CutPay Merchant Services shall use reasonable commercial endeavours to deliver the goods by the date specified on the customer’s order, it shall not be liable for the delay in delivery from any cause whatsoever and howsoever arising.
5. All deliveries must be signed for. Our third party supplier may notify you by email and text message when you should expect the delivery. It is the responsibility of the customer to provide CutPay Merchant Services with the correct address, email and mobile number to make the most of this service.
6. It is the responsibility of the customer to have an appropriate person available to sign for the delivery. CutPay Merchant Services are not responsible for any deliveries that cannot be made due to no access to the property.
7. We recommend that you keep the original packaging. In case the product needs to be returned for repair, original packaging may provide a better protection for the product during transportation. If an item is damaged in transit due to poor packaging by the customer then we reserve the right to charge for this.
CutPay Merchant Services Hardware Warranty
1. Any new hardware purchased directly from CutPay Merchant Services and manufactured by CutPay Merchant Services, is warranted against manufacturing defect for the period of one year from the date of delivery of the goods. This is the “Limited Warranty” period for this product.
2. Any refurbished product purchased directly from CutPay Merchant Services is warranted against manufacturing defect for the period of 90 days from the date of delivery of the goods, unless sold as “like new” where it will have a period of one year from the date of delivery of the goods. This is the “Limited Warranty” period for this product.
3. Customers may choose to purchase an Extended Warranty within the Limited Warranty period. This Extended Warranty confers the same rights as the Limited Warranty, merely extended to three years from date of original delivery of the goods.
4. d. Exclusions from this Warranty
  1. Any “third-party hardware” is not covered by a warranty from CutPay Merchant Services. Third-party hardware is any hardware not manufactured by CutPay Merchant Services, or any hardware which is not branded as ” CutPay Merchant Services “.
  2. The warranty does not apply to the software and customer induced damages or circumstances, such as but not limited to:
  3. The product has been tampered with, repaired and/or modified by non-authorised personnel;
  4. The warranty seals have been broken or altered;
  5. Obsolescence;
  6. Damage (accidental or other) to the product that is cosmetic, meaning damage that does not impact the operation and functioning of the product, such as but without limitation to rust, change in colour, texture or finish, wear and tear, gradual deterioration;
  7. Damage to the product caused by war, terrorism, fire, accident, natural disasters, intentional or accidental misuse, abuse, neglect or improper maintenance, use under abnormal conditions, accidental drops, spills, or power surges:
  8. Damage to the solution caused by improper installation, connection or malfunction of a peripheral device such as a printer, optical drive, network card, or USB devices
  9. Damage to the product through neglect to protect the hardware from viruses
  10. Damage to the product caused by an external electrical fault or any accident
  11. Fraud, theft unexplained disappearance or wilful acts:
  12. Liquid/fluid damage or contamination of any kind
  13. Damage caused by user error such as malware, uninstallation, other programs, mistreatment or any software problems that are caused by use of anything other than CutPay Merchant Services software
5. Covering a Product Under Warranty
  1. If a customer believes their product to have fault that is covered by their warranty they must report the issue to CutPay Merchant Services within the warranty period and at their expense return the item to CutPay Merchant Services.
  2. Within 28 days of receiving the goods CutPay Merchant Services will examine the device and if covered by the warranty will, and at CutPay Merchant Services’s discretion, either:
    1. Replace the product with one of similar performance and capabilities
    2. If a device fails outside of the first 30 days of original purchase, CutPay Merchant Services retains the right to replace or repair the product with refurbished or remanufactured parts.
    3. Repair and return the product
6. Out of Warranty products
  1. If CutPay Merchant Services determines your product is outside of the limited warranty we will, at the Customer’s request, prepare a quote for repair or replacement.
  2. The customer can choose to pay for the repair or replacement or to have their original equipment returned (at their expense).
7. Replacement products
  1. Where CutPay Merchant Services replaces or repairs a product under warranty, or as a chargeable out of warranty service, the repaired or replacement product inherits the remaining days of warranty from the original product.
  2. If the original product has less than 30 calendar days of warranty remaining the replacement or repaired product will receive a warranty of 30 calendar days.
8. Dead on arrival
  1. If a new device fails within the first 30 days of original purchase, and is covered by a warranty, CutPay Merchant Services will replace the device with another new product, at CutPay Merchant Services’s expense.
Swap It service
1. Customers that have purchased a Support Plan, and where their product is covered by a Limited or Extended Warranty have their Return to Base warranty upgraded to the Swap It service.
2. If the Customer notifies CutPay Merchant Services prior to 3.00pm (UK time) on a working day (Monday-Friday, no public holidays) CutPay Merchant Services will arrange for a courier to deliver a replacement product (of a similar specification to the original) to be delivered the following working day.
3. When the courier delivers the replacement product they will collect the failed product. They will not leave the replacement product without taking away the failed product. They will allow a maximum of 15 minutes for the replacement to occur.
4. If CutPay Merchant Services is notified of the need for a Swap It after 3.00pm (or on a non-working day) the replacement will be delivered in two working days time.
5. It is not possible to arrange a specific time of day for the replacement.
6. Our swap it service is only available for addresses in the UK. For all addresses, outside of the UK the return to base warranty applies.
7. The swap it service is not available on products for which there is no CutPay Merchant Services warranty, for example third-party products not manufactured by CutPay Merchant Services.
8. If a device fails outside of the first 30 days of original purchase, CutPay Merchant Services retains the right to replace or repair the product with refurbished or remanufactured parts.
9. Swap It service exceptions
  1. CutPay Merchant Services offers the Swap It service to customers with a support plan. It does not extend any warranty upon the hardware, instead it offers advance replacement of faulty equipment, rather than requiring the customer to return the hardware before receiving a replacement.
  2. CutPay Merchant Services only offers the Swap It service to devices that are covered by an CutPay Merchant Services warranty. Whilst we try to validate the warranty status before agreeing to perform a Swap It, there are occasions where we perform a Swap It on devices that are not covered by warranty.
  3. The Customer, wherever possible, must also provide the serial number of item to be swapped when requested by Support agent. Failure to do so may result in a refusal of the SwapIt case.
  4. When a device is returned to CutPay Merchant Services via a Swap It, CutPay Merchant Services will inspect the device to ensure that it should be replaced under warranty. If it is found to be out of warranty CutPay Merchant Services reserves the right to raise an invoice, due immediately, for the customer to pay the replacement cost.
  5. A product can be out of warranty for many reasons, including (but not limited to):
    1. Warranty period has expired
    2. Physical damage to the device not caused by reasonable wear and tear, such as impact damage, cracks, liquid or food damage
    3. Improper or insufficient cleaning and maintenance
    4. Negligence
  6. If the item returned is found to be in working condition but in a poor and unreasonable state of cleanliness, the customer will be billed for cleaning at a fixed rate per item.
Refunds and return of goods
1. No return or refund will be issued unless the Complaints Procedure outline in these Terms and Conditions is followed.
2. Any returned goods should be packed in the original packaging. CutPay Merchant Services reserve the right to charge for any damages caused in transit due to poor packaging.
3. EPOS systems and software sales are excluded from the standard returns policy due to the considerable costs in configuration, personalisation, training and dispatch. These items are strictly ‘non refundable’.
4. Where a product has been opened, or it is a EPOS system or software, CutPay Merchant Services will only accept a return of equipment if the system is deemed ‘not fit for purpose’ upon receipt of the goods and this must be agreed by both parties.
5. We cannot process a return based on the following:
  1. Customer or staff training needs, not understanding or using the system properly
  2. Customer not properly researching or qualifying the purchase
  3. Functions that are not present or work differently than other products available in the market
  4. Compatibility with third party items/systems
  5. EPoS systems that has been dispatched, configured, personalised and used
  6. Customer shutting down the business / product surplus to requirements after delivery
  7. Orders that contain bespoke or custom equipment
  8. Operational problems that arise from a customer’s internet connection or other environment problems that are out of our control
  9. You have accidentally damaged the item after delivery
  10. Misused the item and damaged it
  11. Tried to open or tamper with the unit in some way
  12. You no longer require the equipment and you have personalised it
  13. If the item is sold as faulty via our auctions/clearance
  14. The item is part of a custom or large order
  15. Item is not returned in its original packaging
  16. The goods are not in ‘as new’ condition.
  17. Any equipment damaged may be charged at full cost.
6. We must diagnose the return request this by this following process:
  1. Understand why the customer feels the product is ‘unfit for purpose’ attempt to reasonably resolve any issues when highlighted by the customer via remote desktop.
  2. Attend the customer’s business premises if the situation cannot be resolved remotely to perform a site survey and onsite training or repair. This may be subject to a charge.
  3. Once the issue is identified we must be given reasonable time to resolve the issue and assistance to do so.
7. Monies paid to third parties for any modifications made to the software at the customer’s request shall also not be refunded.
8. If you decide to return the item(s), we require it to be returned to us in the original packaging, with all boxes, leads, discs, adaptors and manuals.
9. The customer is responsible for the delivery of the goods to CutPay Merchant Services at customer expense, and only after the goods has been checked by an engineer of CutPay Merchant Services, will any payment be agreed upon and released. The goods must be received in original packaging as the goods were originally dispatched, otherwise a return cannot be processed.
10. Refunds may only be made after all endeavours have been made by CutPay Merchant Services to resolve the issue.
11. In the event of a return, refunds, credit notes and exchanges can only be made to the card account or business/person that made the order originally, these will be processed within 28 days of return.
12. For any payments made through a finance company, we would only be able to refund any amounts due via their instruction in writing.
13. Any amounts paid for onsite installations, product imports, support payments, postage, module integrations and repair and labour cost are non-refundable.
14. Any collection made outside of a UK address may occur additional cost payable by the customer.

Complaints Procedure

1. CutPay Merchant Services endeavours to ensure that all customers are satisfied with their purchase, however, where problems arise the Customer commits to following this Complains Procedure.
2. If the Customer is not entirely satisfied with our products or services their first action should be to contact the Support Team. Contact details are available at www.cutpay.co.uk
3. If the issue has not been satisfactorily resolved the Customer should then make a written complaint either by email to support@cutpay.co.uk or by post to: Complaints, CutPay Merchant Services, Suite 2 Buddle House, Buddle Road, Newcastle upon Tyne, NE4 8AW
4. Written complaints should include full details of the situation, and the nature of your complaint. Additionally, please provide the best contact details to reach you on.
5. CutPay Merchant Services will respond to the initial written complaint 48 working hours, confirming that we have received your complaint, and advising you of which CutPay Merchant Services Manager will be managing the resolution for you.
6. The Assigned Manager will endeavour to resolve your complaint as quickly as possible, working with you to understand all aspects and come up with a proposed resolution.
7. Once the proposed resolution is understood, the Assigned Manager will write to you documenting the resolution and rationale behind the decision.
8. Should you still not be happy with the resolution provided, you should contact the Assigned Manager and notify them you wish to escalate your complaint further.
9. All sales are bound by these Terms and Conditions, and CutPay Merchant Services asks that the Customer read the full Terms & Conditions of Sale before raising a complaint. Please note that whilst your statutory rights are not affected, this is a Business to Business transactions, and is not bound by Consumer law (such as the Consumer Rights Act 2015).

CutPay Merchant Services Software End User License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING YOUR CUTPAY MERCHANT SERVICES SOFTWARE. BY USING YOUR SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE SOFTWARE.
General Use
1. The software, interfaces, content, fonts, documentation and any data that came with your CutPay Merchant Services license as may be updated or replaced by software updates or system restore software provided by CutPay Merchant Services whether in read only memory, on any other media or in any other form are licensed, not sold, to you by CutPay Merchant Services LTD for use only under the terms of this License.
2. CutPay Merchant Services retain ownership of the software itself and reserve all rights not expressly granted to you.
3. CutPay Merchant Services, at its discretion, may make available future updates to the software for your Epos system.
4. The customer shall carry out regular back-ups to removable media stored separately from the supported items and carry out other normal system housekeeping routines. CutPay Merchant Services shall not be liable for any loss or damage sustained or incurred by the customer or any third party through loss or spoiling of data resulting from any maintenance activity by CutPay Merchant Services required or performed under this Agreement. CutPay Merchant Services will use reasonable endeavours to put right any such loss of data or programs, but reserves the right to charge for such.
5. The customer remains totally responsible to have adequate virus protection to all parts of the system.
6. Any additional software which is downloaded by the customer, which is not already preinstalled on your system, is done at the customers own risk.
Permitted license users and restrictions
1. Each license allows you to use the software on the specific terminals requested by the customer at point of purchase.
2. Each license does not allow the Software to exist on more than one terminal, and you may not make the CutPay Merchant Services software available over a network where it could be used by multiple devices or multiple computers at the same time unless otherwise agreed by the supplier CutPay Merchant Services.
3. This license does not grant you any rights to use CutPay Merchant Services proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third party devices and accessories for use with the Epos system. Except as and only to the extent expressly permitted in this license or by applicable law, you may not copy, decompile, reverse engineer, disassemble, and attempt to derive the source code of, decrypt, modify, or create derivative works of the CutPay Merchant Services software, CutPay Merchant Services software updates, or any part thereof. Any attempt to do so is a violation of the rights of CutPay Merchant Services . If you breach this restriction, you may be subject to prosecution and damages.
Transfer
1. You may not rent, lease, lend, redistribute or sublicense the CutPay Merchant Services software or software updates
Termination
1. This license is effective until terminated. Your rights under this license will terminate automatically without notice from CutPay Merchant Services if you fail to comply with any term(s) of this license. Upon the termination of this license your software will be restricted.
Limitation of liability
1. To the extent not prohibited by law, in no event will CutPay Merchant Services be liable for personal injury, or any incidental, special indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the CutPay Merchant Services software and software updates however caused, regardless of the theory of liability (contract, tort or otherwise).
2. In no event, shall CutPay Merchant Services’ liability to you for all damages exceed the amount of your initial purchase price foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

API Terms of Use

Definitions
1. “CutPay Merchant Services” herein refers to CutPay Merchant Services Ltd, a registered company in England & Wales number 09492222.
2. “Customer” herein refers to the end user of the CutPay Merchant Services software with whom CutPay Merchant Services have a contractual relationship, and who may make use of CutPay Merchant Services software, or store their own data on CutPay Merchant Services controlled servers.
3. “API” herein refers to the software set of functions and procedures that allow the creation of third-party applications which access the features or data of CutPay Merchant Services’s Servers.
4. These API Terms of Use are addressed to any party that makes use of the API.
Licensed Uses and Restrictions.
1. These terms of user apply only to the use of the API, however, are in addition to the other terms and conditions of the CutPay Merchant Services software.
2. The CutPay Merchant Services APIs are owned by CutPay Merchant Services and are licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein.
3. These terms define legal use of the CutPay Merchant Services APIs, including all updates, revisions, substitutions, and any copies of the CutPay Merchant Services APIs made by or for you.
4. CutPay Merchant Services Customer data (including but not limited to transaction data, sales data, product data, stock data) are owned by the Customer and not by CutPay Merchant Services.
5. All rights not expressly granted to you are reserved by CutPay Merchant Services.
6. Rights to use the CutPay Merchant Services API are terminated if CutPay Merchant Services disables your access to the CutPay Merchant Services APIs.
7. You shall:
  1. Comply with the CutPay Merchant Services Terms of Use at http://www.CutPay Merchant Services.com/legal/terms.
  2. Comply with any requirements or restrictions imposed on usage of Customer Data by their respective owners. Although the CutPay Merchant Services APIs can be used to provide you with access to Customer Data, neither CutPay Merchant Services’s provision of the CutPay Merchant Services APIs to you nor your use of the CutPay Merchant Services APIs override Customer Data privacy requirements and restrictions, which may include “all rights reserved” notices, Data protection, Creative Commons licenses or other terms and conditions that may be agreed upon between you and the Customers. In ALL cases, you are solely responsible for making use of Customer data in compliance with owners’ requirements or restrictions.
  3. Remove from your application within 24 hours any Customer Data or other information that the owner asks you to remove.
  4. Disclose in your application through a privacy policy or otherwise displayed in the footer of each page, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties may serve content and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.
  5. Provide accurate contact details for yourself to CutPay Merchant Services upon request.
  6. Provide an accurate statement of intended use of the API to CutPay Merchant Services upon request, and once provided restrict your activities to stay within this statement.
8. You shall not:
  1. Use the CutPay Merchant Services APIs for any application that replicates or attempts to replace the essential user experience of cutpay.co.uk or any CutPay Merchant Services app or website.
  2. Attempt to cloak or conceal your identity or your application’s identity when requesting authorization to use CutPay Merchant Services APIs.
  3. Cache or store any Content other than for reasonable periods in order to provide the service you are providing to CutPay Merchant Services users.
  4. Use the CutPay Merchant Services APIs for any application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code.
  5. Use the CutPay Merchant Services APIs in any manner or for any purpose that violates any law or regulation within the UK and the location of any of your own servers, or any rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality.
  6. Use the CutPay Merchant Services APIs in a manner that adversely impacts the stability of CutPay Merchant Services.com servers or adversely impacts the behaviour of other applications using the CutPay Merchant Services APIs. Further, we reserve the right to rate limit or block applications that make a large number of calls to the API that are not primarily in response to direct user actions.
  7. Sell, lease, or sublicense the CutPay Merchant Services APIs or access thereto or derive revenues from the use or provision of the CutPay Merchant Services APIs, whether for direct commercial or monetary gain or otherwise, without prior written agreement from CutPay Merchant Services.
  8. Serve, or allow third parties, to serve advertising materials to Customers, or to collect data for the purposes of marketing or advertising.
Ownership and Relationship of Parties.
1. The CutPay Merchant Services APIs may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.K. and other countries.
2. CutPay Merchant Services’s rights apply to the CutPay Merchant Services APIs and all output and executables of the CutPay Merchant Services APIs, excluding any software components developed by you which do not themselves incorporate the CutPay Merchant Services APIs or any output or executables of the CutPay Merchant Services APIs.
3. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these terms.
4. CutPay Merchant Services owns all rights, title, and interest in and to the CutPay Merchant Services APIs.
5. These terms grant you no right, title, or interest in any intellectual property owned or licensed by CutPay Merchant Services, including (but not limited to) the CutPay Merchant Services APIs and CutPay Merchant Services trademarks.
Support
1. CutPay Merchant Services may elect to provide you with support or modifications for the CutPay Merchant Services APIs (collectively, “Support”), in its sole discretion, and may terminate such Support at any time without notice to you.
2. CutPay Merchant Services may change, suspend, or discontinue any aspect of the CutPay Merchant Services APIs at any time, including the availability of any CutPay Merchant Services APIs.
3. CutPay Merchant Services may also impose limits on certain features and services or restrict your access to parts or all of the CutPay Merchant Services APIs or the CutPay Merchant Services Web site without notice or liability.
Payment
1. CutPay Merchant Services retains the right to make a charge for use of the API on a recurring basis.
2. CutPay Merchant Services may increase, reduce or remove this charge at any time. Where an increase is made a notice period of no less than 7 calendar days will be given.
3. Where payment is not received CutPay Merchant Services withholds the right to prevent, block or withhold access to some or all CutPay Merchant Services services. This includes denying access to other CutPay Merchant Services services not connected to the one where payment has not been received.
Disclaimer of Any Warranty
1. Some of the CutPay Merchant Services APIs may be experimental and not tested in any manner. CutPay Merchant Services does not represent or warrant that any CutPay Merchant Services APIs are free of inaccuracies, errors, bugs, or interruptions, or are reliable, accurate, complete, or otherwise valid.
2. The CutPay Merchant Services APIs are provided “as is” with no warranty, express or implied, of any kind and CutPay Merchant Services expressly disclaims any and all warranties and conditions, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, availability, security, title and/or non-infringement.
3. Your use of the CutPay Merchant Services APIs is at your own discretion and risk, and you will be solely responsible for any damage that results from the use of any CutPay Merchant Services APIs including, but not limited to, any damage to your computer system or loss of data.
4. It remains your responsibility to verify the integrity and accuracy of any data accessed, edited or supplied through the API.
Limitation of Liability.
1. CutPay Merchant Services shall not, under any circumstances, be liable to you for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with use of the CutPay Merchant Services APIs, whether based on breach of contract, breach of warranty, tort (including negligence, product liability or otherwise), or any other pecuniary loss, whether or not CutPay Merchant Services has been advised of the possibility of such damages.
2. Under no circumstances shall CutPay Merchant Services be liable to you for any amount, as far as can be restricted by law.
3. CutPay Merchant Services will not be liable for any loss, or future loss, of income that may occur from the discontinuation of any service that you have become reliant on.
General Terms
1. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of the API Terms of Use, you and CutPay Merchant Services shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of CutPay Merchant Services, express or implied, and you shall not attempt to bind CutPay Merchant Services to any contract.
2. Invalidity of Specific Terms. If any provision of the API Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision and that the other provisions remain in full force and effect.
3. No Waiver of Rights by CutPay Merchant Services. CutPay Merchant Services’s failure to exercise or enforce any right or provision of the API Terms of Use shall not constitute a waiver of such right or provision.
4. Miscellaneous. The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of the API Terms of Use. Any construction or interpretation to be made of the API Terms of Use shall not be construed against the drafter. The API Terms of Use constitute the entire agreement between CutPay Merchant Services and you with respect to the subject matter hereof.