General Terms

Last updated: 16 September 2024

These general terms (“Paydough General Terms”) are a legal agreement entered into by and between Paydough (as further defined below and referred to as “Paydough”, “us”, or “we” in these Paydough General Terms) and the entity or person who enters into these Paydough General Terms (“you”, “your”, or “user”).

These Paydough General Terms govern your use of Paydough’s services, including payment processing software, mobile applications, websites, hardware, and other products and services (each a “Service,” collectively the “Services”). These terms apply to all users of the services provided by Paydough, regardless of the specific services they access. By using any of Paydough’s services, you agree to be bound by these terms and any applicable Additional Terms.

These Paydough General Terms become effective as soon as:

you indicate your acceptance of these terms or Additional Terms;
you start using our Services,

whichever happens first.

Please note that the terms of our Data Protection Addendum are incorporated into these Paydough General Terms by reference. The Data Protection Addendum governs how we process personal data you provide to us. For more detail on how we treat your personal information, please read our Privacy Policy.

You may not access or use any Services unless you agree to abide by all the terms and obligations set out in these Paydough General Terms and the relevant Additional Terms.

If you have any questions or if you do not understand any of the provisions within these Paydough General Terms, please contact us – our team is more than happy to assist.

Throughout these Paydough General Terms, the following terms will have the meaning set out below, unless the context otherwise requires.

Additional Terms: Terms and conditions specific to the Service that you use. Additional Terms incorporate these Paydough General Terms by reference;

Applicable Laws: All laws which are applicable to the relationship between you and us in our provision of the Services;

Amendments: Any amendments made to these Paydough General Terms or applicable Additional Terms (including the Fees);

Authorised Users: Those of your employees, agents and independent contractors or any other individual who are authorised by you to use the Services;

Business Day: Any day other than a Saturday, a Sunday, a day which is a public holiday or a day on which banking institutions are closed in the relevant jurisdiction;

Customers: Purchasers of your goods or services;

Data: Includes but is not limited to:

Personal Data (within the meaning set out in the EU General Data Protection Regulation 2016/679, and their national implementing legislations, including the UK Data Protection Act 2018 (as amended and replaced from time to time) which is transmitted to or accessible through the Services (this is further described in our Privacy Policy);
User Content which has the meaning set out in section 10; and
any other non-personal information collected by us including to detect fraud and analysis (including aggregated or anonymised information) and any other information created by or originating from or uploaded to the Services;

External Services: Access to external third-party services via our Services, such as products, websites, content or integrations;

Fees: All the fees applicable to the Services;

Notices: Notices and communications from us to you, made electronically or otherwise, via our website, by email, including notices regarding Amendments to these Paydough General Terms, any Additional Terms (unless otherwise stated in the relevant Additional Terms), Fees, or any policies, disclosures, notices, transaction information, invoices, statements, responses to claims and other customer communication;

Payment Method: A type of payment method that Paydough accepts as part of the Payment Services, such as credit card and debit card;

Network: A provider of a Payment Method, and a payment network provider that manages payment transactions, using both debit and credit cards to process payments, such as Visa, Mastercard, and American Express;

Payment Services: Services that you may use to accept payments from your Customers for Transactions or any other applicable financial transactions;

Representative: The person registering for your Paydough Account on your behalf;

Reserve: Funds withheld by Paydough or its affiliates as security against your liabilities under these Paydough General Terms and/or Additional Terms;

Paydough: The Paydough entity you’re contracting with for the Services as further set out in the Additional Terms;

Paydough Account: A unique account which a user may register for in order to access a portal or other platform provided by Paydough to manage the Services, including Paydough Software or certain External Services. The Paydough Account is operated and provided by Paydough Ltd. (company number:13146801), registered at 3 Back Lane, Godden Green, Sevenoaks, United Kingdom TN15 0JH;

Paydough Company: Us, our parent company, subsidiaries of the parent company and our affiliates;

Paydough Hardware: Paydough Hardware includes any instrument or piece of equipment, including accessories and components, as well as software installed or otherwise associated with the above, provided by Paydough;

Paydough Software: The software applications provided by us under these Paydough General Terms and the applicable Additional Terms for the relevant Paydough Software;

Taxes: Includes any and all present or future taxes, charges, fees, levies or other assessments, including, without limitation, income, value-added, goods and services tax or similar tax, gross receipts, excise, real or personal property, sales, withholding, social security, occupation, use, severance, environmental, licence, net worth, payroll, employment, franchise, transfer and recording taxes, fees and charges, imposed by any domestic or foreign taxing authority; and

Transaction: The payment of funds between you and a Customer related to the sale of goods and or services.

Access to our Services

As we provide various Services, there may be different ways you can sign up for a Service. However, they all have one thing in common, and that thing is information which we require from you to be able to register you as a Paydough customer and provide you a Service.

This information will vary depending on the Service you are signing up for and it may include your business or trade name, physical address, email, phone number, business identification number, URL, the nature of your business or activities, and certain other information about you that we may require.

Sometimes, we may also ask you for some personal information (including name, date of birth, and government-issued identification number) about your beneficial owners, principals, and your Paydough Account administrator. As mentioned above, protecting your personal information is very important to us – you can find out more about this by reading our Privacy Policy.

Signing up to your Paydough Account:

If you are registering for a Paydough Account, either for you as an individual or on behalf of a legal entity, here are the basics, it’s super simple. We just need to grab some details from you or your Representative, which may differ depending on whether you are registering as an individual or as a legal entity and may include some or all of the information referred to above.

We’ll let you know when your Paydough Account is active once we have reviewed and approved all required information. In some instances, your Paydough Account is automatically generated, subject to the information we gather from you during your application process for a Service. If that’s the case, your Paydough Account is ready for use once the application process is completed.

In connection with the Get Paid Service, you may also register, if you are not already registered, to our payment gateway or with a third-party payment gateway (such as “Stripe”) through which you shall collect your fees from Your Customers (the “Gateway”).

Applying for a Paydough Service

Where you’re requesting access to a Service which is not accessible via your Paydough Account, we will provide you with a medium where you’ll be able to submit your application to us, setting out which information we require for us to be able to register you for a Service.

Regulated Services

Some Services provided via the Paydough platform are regulated, such as Payment Services. Due to regulatory requirements, as well as for us and our Partners to be able to assess your eligibility as a potential customer, we may request further information from you. This may include copies of financial statements, reporting validating documentation that allows us to calculate outstanding credit exposure/risk of loss or other records pertaining to your compliance with these Paydough General Terms. We may also require you to provide a personal or company guarantee.

Under Applicable Laws, such as anti-money laundering legislation, we or our Partners may be required to verify your identity and the identities of the beneficial owners of any business using the Payment Services.

We (or our Partners) may request and review identity verifying information about you, for example from external service providers, including credit reporting agencies and information bureaus. Paydough and our Partners may periodically obtain additional reports to determine whether you continue to meet the requirements for Payment Services.

Paydough may request additional information from you at any time. Your failure to provide this information or material requested by Paydough may result in suspension or termination of your Paydough Account or your access to the Services.

Informing us of any changes

You must keep the information in your Paydough Account up to date and inform us of any changes with respect to your business, such as nature of your business activities, your Representatives, beneficial owners, principals, or any other relevant information, by contacting Paydough support. Your failure to keep your information up to date may result in us suspending or terminating your Paydough Account or your access to our Services.

To ensure we improve and offer you the best solution to manage your Paydough Account, we reserve the right to modify, alter or discontinue any of our existing platforms as well as introduce new ways for you to access your Paydough Account and our Services. If this happens, we will notify you.

Term & Termination

These Paydough General Terms will continue to apply from the date they become effective until terminated by you or us.

Our termination rights

Unless otherwise required by Applicable Law, we reserve the discretion to immediately terminate these Paydough General Terms (and any applicable Additional Terms) and close your Paydough Account. We may also suspend your access to your Paydough Account and/or to the Services. Reasons why we would terminate our relationship with you or suspend your access to the Services include, but are not limited to:

You breaching these Paydough General Terms, any Additional Terms, as well as any other agreement you have with Paydough, including Paydough’s policies or instructions;
You providing any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct;
You becoming ineligible for the Services due to fraud or credit risk, or any other risks associated with your Paydough Account; or
Us being required to do so due to Applicable Law or a request from a competent authority or a Network.

Your termination rights

You may terminate these Paydough General Terms or any Additional Terms at any time by closing your Paydough Account, as applicable, or by providing us with written notice of your intention to terminate. Termination of these Paydough General Terms, Additional Terms, or a suspension of your access to the Services or your Paydough Account, does not affect your obligations as set out in these Paydough General Terms, or any Additional Terms (as applicable), including all Fees, charges and other payment obligations.

In case of termination

Any rights granted under these Paydough General Terms will end;
You agree to immediately cease use of all Services;
You must return the Paydough Hardware (in case you have not purchased it) within seven (7) working days as well as any other equipment or material you may have which belongs to us; and
No Paydough Company will be liable to you or any third party, including Customers, for compensation, reimbursement or damages for any termination or suspension of the Services or for deletion of your information or account data.

Amendments & Electronic Notices

Amendments

Paydough may:

Amend these Paydough General Terms and any applicable Additional Terms;
Change, discontinue, or impose conditions on use of the Services; and
Revise the Fees, whether they are set out in these Paydough General Terms or Additional Terms,

at any time by way of a Notice that we deem to be reasonable (except where a specified notice period is required by law, in which case we will abide by the applicable law).

A revised version may be posted on Paydough’s website or communicated to you through the Services.

An Amendment will come into effect on the date we specify in the Notice, and your use of the Services after an Amendment has taken effect, constitutes your acceptance of the terms of the modified Paydough General Terms, Additional Terms or Fees as applicable.

Electronic Notices

When you accept these Paydough General Terms you agree that all Notices regarding the Services may be made electronically, to the extent permissible by Applicable Law. You also agree that electronic Notices shall have the same legal effect as physical copies.

Restrictions & Unauthorised or Illegal Use

Restrictions

We want you to use our Services in a manner which they’re intended for and not in any way which is harmful to us or others. We’ve therefore set out the restrictions below (without limitation) which you must adhere to. You must not, nor allow any third party to:

Decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Services, by any means whatsoever;
Distribute viruses or other harmful or malicious computer code via or into the Services;
Access, store, distribute or transmit any material during the course of your use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
Engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Services;
Sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Services in whole or in part, to any third party;
Modify or incorporate into or with other software or create a derivative work of any part of the Services, unless agreed to in writing by Paydough;
Use the Services for any use other than internal business use;
Use unauthorised modified versions of the Services, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorised access to the Services;
Use the Services in any way that is contrary to these Paydough General Terms, any other Additional Terms or Applicable Laws.

Unauthorised or Illegal use

If we suspect or know that you are using or have used the Services for unauthorised, fraudulent, or illegal purposes, or in a manner that exposes you, us, or others to risks unacceptable to us, we may limit or disable the functionality of your Service, until such time as you demonstrate to our reasonable satisfaction that our suspicion was unfounded, or you provide us with sufficient assurances that the unacceptable use has been appropriately mitigated and will not recur.

Your equipment & the support we provide

Your equipment

In order to use the Services, you’ll need a stable internet connection. We do not offer such connection, unless expressly agreed by us, and therefore you are responsible for making sure you have access to the above to the extent it is needed to use the Services. We do not warrant that the Services will be compatible with your equipment.

Support

Navigating through the digital realm can be a bit daunting and complicated at times and we understand that you might need assistance from time to time. Customer service is at the heart of our operations. We will therefore happily provide you with the support you need related to your use of the Services. Certain Services may offer separate support specific to the Service you use or additional customer service, subject to the applicable Additional Terms, so make sure you give them a read.

The Services

Service availability

The Services, including any material or products offered through them, may be unavailable from time to time, may be offered on a limited basis, or may vary depending on your location or device. You agree not to access or use the Services in case it is illegal or not licensed for use in your location from which you access or use the Services, or to conceal or misrepresent your location or identity in order to use the Services.

We will endeavour to keep the Services up and running, including the Paydough Software, but, as is the case with online services, they may suffer periodic disruptions and outages. We are not liable for any disruption or loss you may suffer as a result.

Service updates

We may need to update the Services from time to time, including in order to keep the Services functioning properly or to offer you new and exciting features. We may automatically inspect your version of the Paydough Software and download updates and configuration changes. In some instances, it may be required to update the Paydough Software in order to be able to continue using it.

It’s important to note that we are not obligated to make any updates available and we don’t guarantee that we will support your system, or the version of your system, on which you purchased or licensed the Paydough Software. Our updates may not be compatible with External Services.

Sometimes we may need to remove or change features or functionality of the Paydough Software or stop providing a Paydough Software or access to External Services altogether. We have no obligation (except to the extent required by Applicable Law) to provide you with a download or replacement of any Paydough Software previously purchased or licensed.

Licence

In order for you and Authorised Users to have access to the Services, Paydough gives you a licence to use the Services which means that you don’t own the relevant Service. All intellectual property rights in the Services are exclusively owned by Paydough, but you do have a right to use the Services subject to these Paydough General Terms, as well as any applicable Additional Terms.

You are therefore granted a non-exclusive, non-transferable and revocable licence to electronically access and use the Services only in the manner described in these Paydough General Terms, and the applicable Additional Terms for the relevant Service. We may make updates to the Services or new Services available to you automatically as electronically published by Paydough, but we may require action on your part before you may use the Services or new services (including manual activation, or acceptance of new or Additional Terms). Paydough may revoke or terminate this licence at any time as further set out in these Paydough General Terms, or as applicable, any Additional Terms.

You may not:

claim or register ownership of Services on your behalf or on behalf of others;
sublicense any rights in Services granted by us;
import or export any Services to a person or country in violation of any country’s export control Laws;
use Services in a manner that violates these Paydough General Terms or Applicable Laws; or
attempt to do any of the foregoing.

External Services

The Services may be linked to External Services, or offer you the opportunity to connect, enable or access External Services, via the Services, such as through your Paydough Account. In such cases your Paydough Account serves as a method of facilitating the registration of or authentication into an account associated with an External Service, which may be a different account than your Paydough Account. The information required to use an External Service following your registration with your Paydough Account may vary based on External Service requirements. You agree that access and use of such External Services shall be governed solely by the terms and conditions of such External Services, and that Paydough is not responsible or liable for, and makes no representations or warranties as to any aspect of such External Services, including, without limitation, their content or data practices, or any interaction between you and the provider of such External Services. Any use by you of External Services shall be solely between you and the applicable provider of such External Services. Paydough is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such External Services, or your reliance on the privacy practices, data security processes or other policies of such External services.

Third Party Service

Some of the Services are provided by our third party authorised service providers (“Third Party Service Operator(s)”).

IMPORTANT: USING THIRD PARTY SERVICE OPERATORS’ SERVICES MAY INCUR ADDITIONAL CHARGES NOT INCLUDED IN OUR SUBSCRIPTION FEES (FOR WHICH YOU WILL BE SOLELY RESPONSIBLE) AND SUCH PAYMENT FOR TRANSACTIONS YOU CONDUCT WITH THIRD PARTY SERVICE OPERATORS MAY BE PROCESSED BY US OR BY SUCH THIRD PARTY SERVICE OPERATOR DIRECTLY, AS APPLICABLE.

Please note that we may transfer certain personal information and non-personal information to Third Party Service Operators in order to provide you with such services and that Third Party Service Operators may independently collect personal information and non-personal information as a result of your use of their services. Your use of the Third Party Service Operators’ services is subject to the applicable Third Party Service Operators’ terms of use and privacy policies as may be in effect from time to time. If you do not agree to the practices described in such terms you should not use such Third Party Service Operators’ services. However, in such cases you may find that you are not able to enjoy some of the features available by the Services.

Third Party Service Operators may also require that you grant them access to your social network accounts and/or to certain information and/or data included in your Account. For more information regarding the collection and use of information by Third Party Service Operators, please review Our Privacy Policy.

Note that use of Third Party Service Operators’ tools and services is voluntary and you may decide not to use such services or tools and/or to opt-out of and/or not register with Third Party Service Operators.

Additionally, note that any engagement you may have with Third Party Service Operators and/or use of Third Party Service Operators’ tools and services offered via our Services is made at your own risk and responsibility and we shall bear no responsibility or liability for your use of such service.

Our payment services and Gateway are subject to the Paydough Payment Services Terms which serve as an integral part of this Agreement.

Intellectual Property, Data & Security

Intellectual Property

As between you and us, we and our licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks, or service marks, logos and designs, trade secrets, and other intellectual property embodied by or contained in the Services. This includes any intellectual property associated with Payment Services, as further detailed in the Payments Service Terms.

To the extent you offer feedback, comments, or suggestions about our Services and materials, we can use and incorporate them into our Services without any obligation to you. All intellectual property rights in your feedback will belong to Paydough from the moment of creation. If any rights don’t automatically transfer to Paydough, you’re assigning them to us in full. You confirm that: (a) Paydough isn’t bound to keep your feedback confidential; and (b) Paydough can freely use and exploit your feedback in any form or medium, for any purpose, without compensating its provider, author, or creator.

Data

User Content

You grant Paydough (and its successors) a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid, transferable and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform and publicly display any material or information you upload or make available through the Services or your Paydough Account throughout the world in any media (“User Content”) in order to provide or promote the Services.

You will not upload or provide User Content or otherwise post, transmit, distribute or disseminate through the Services or present in your physical premises any material that (without limitation):

is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libellous, threatening, harassing, hateful or abusive;
encourages conduct that would be considered a criminal offence or gives rise to civil liability;
breaches any duty toward or rights of any person or entity, including rights of publicity, privacy or intellectual property rights;
contains corrupted data or any other harmful, disruptive or destructive files;
advertises products or services competitive with Paydough’s or its partners’ products and services, as determined by Paydough in its sole discretion; or
in Paydough’s sole judgement, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services or which may expose Paydough, its affiliates or its customers or other persons to harm or liability of any nature.

Although Paydough has no obligation to monitor any User Content, Paydough has absolute discretion to remove User Content at any time and for any reason without notice. You understand that by using the Services, you may be exposed to User Content that is offensive, indecent or objectionable. Paydough does not take any responsibility, nor assumes any liability, for any User Content, including any loss or damage to any of your user Content.

Data Privacy

You confirm that you are now and will continue to be compliant with all Applicable Laws governing the privacy, protection, and your use of Personal Data that you provide to us or access through your use of the Services.

As may be required by Applicable Law and in connection with these Paydough General Terms, you are solely responsible for disclosing to Customers that you share their Personal Data with Paydough. When you provide Personal Data to Paydough, or authorise Paydough to collect Personal Data, you must provide all necessary notices to and obtain all necessary rights and consents from your Customers sufficient to enable Paydough to lawfully collect, use, retain and disclose the Personal Data in the ways these Paydough General Terms, the Data Protection Addendum and Paydough’s Privacy Policy describe.

Data use & disclosure

Rights granted under 10 (a) to each Paydough Company in relation to User Content shall, where applicable, also apply to Data. Each Paydough Company reserves the discretion to disclose Data to the extent that it is aggregated and anonymised, and each Paydough Company may use Data for purposes deemed appropriate. Such purposes include but are not limited to, promotion, service improvements, or sharing with business partners and third parties(insofar as such use is permitted by Applicable Law).

Data Security

Data security is extremely important to us and we have put in place appropriate organisational and technical security measures to prevent your Personal Data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your Personal Data to those employees, agents, contractors and other third parties who have a business need to know. We note however that you are also responsible for implementing administrative, technical, and physical controls that are appropriate for your business.

Further, you are responsible for safeguarding your password and for restricting access to the Services from your compatible equipment. You will immediately notify us of any unauthorised use of your password or Paydough Account or any other breach of security.

Your information

You hereby grant to us a global, non-exclusive, transferable and gratuitous right (i) to collect, combine or modify the information, or to augment them with other information received by publication partners or any affiliated companies; (ii) to use the information for publication partners’ internal purposes, (iii) to sell, market, distribute, promote and advertise products that contain the information, (iv) to disclose the information and/or works derived from them to its publication partners and (v) to indirectly grant use of the information to the clients of the publication partners via arrangements with the latter.

Fees, Billing & Taxes

Fees

You will be charged in accordance with the billing arrangements as set out in the specific partner or merchant agreement, which is a separate document agreed upon with Paydough. For fees related specifically to Payment Services, including transaction fees and other associated charges, please refer to the Payments Service Terms.

Billing

Fees may be paid by various payment methods made available by Paydough. You agree and authorise that Paydough, on its own behalf or as an agent for its affiliates, may collect Fees for Services via any available method, including charging a debit card or credit card linked to your Paydough Account or the particular Service you use, by direct debit or deduction from your Settlement (if using our Payments Services)

Fees charged on a recurring basis may be charged in advance or upon purchase, as well as on the relevant renewal date until cancelled. Your subscription will renew automatically unless cancelled. You can cancel your subscription at any time, and you will continue to have access to the relevant Service until the end of your current subscription period, when the next recurring Fee is due to be paid. Fees payable on a recurring basis are non-refundable, and we do not provide refunds or credits for any partial subscription periods or unused Services. The process for cancelling your subscription is outlined in your specific partner or merchant agreement. Please ensure that you are aware of the time frame required for cancellation before the next billing cycle, as outlined in that agreement, to avoid any unwanted charges.

Collection of Fees

You must pay, or ensure that Paydough is able to collect, Fees and other amounts you owe under these General Terms or any applicable Additional Terms when due. If you fail to pay invoiced amounts when due, if your Paydough Account balance is negative or does not contain funds sufficient to pay amounts that you owe under these General Terms, Additional Terms, or under any other agreement with Paydough or any of its affiliates, we, and any other Paydough Company on our behalf, may deduct, recoup or setoff Fees and such amounts from your:

Paydough Account balance;
unpaid Settlements;
established Reserves; or
any other funds held by Paydough or another Paydough Company otherwise payable to you.

Taxes

Unless otherwise stated, all Fees are exclusive of any Taxes. You are responsible and liable for determining any and all Taxes, including any VAT, required to be assessed, incurred, collected, paid or withheld for your use of the Services. You also are responsible and liable for:

determining whether Taxes, apply to your sale of products and services, payments received, and any other transactions arising from or out of your use of the Services; and
calculating, collecting, reporting or remitting any Taxes, to the appropriate tax and revenue authorities. We assume no liability in connection with any taxes you might owe in connection with your use of the Services.

In some cases, we may be obliged under Applicable Law to provide information to tax authorities related to your use of the Services. Where that’s the case, and we do not hold all information required, you must provide us with the necessary information to complete such reporting.

Legal Terms

Warranties

Paydough, resellers, distributors, and vendors, make no warranties, express or implied, guarantees or conditions with respect to your use of the Services, such as regarding title, merchantability, fitness for a particular purpose and/or non-infringement, to the maximum extent permitted by Applicable Law.

You understand that use of the Services is at your own risk and that we provide the Services on an “as is” basis and “as “available” basis. We don‘t guarantee the accuracy or timeliness of the Services. You may have certain rights under your local law. Nothing in these Paydough General Terms is intended to affect those rights, to the extent they cannot be derogated from. You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime occur.

We do not guarantee the Services will be uninterrupted, timely, secure, or error-free or that content loss won’t occur, nor do we guarantee any connection to or transmission from computer networks.

To the fullest extent permitted by Applicable Laws Paydough disclaims and excludes (and you agree to waive) all representations, warranties and guarantees, whether implied or express and whether arising by law, contract or a course of dealings. You expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.

You agree that your purchases (and agreeing to these Paydough General Terms and or any Applicable Additional terms) are not contingent on the delivery of any future Services, functionality or features, or dependent on any oral or written public comments made by or on behalf of Paydough regarding future Services, functionality or features.

Paydough does not warrant, endorse, guarantee or assume responsibility for any product or services advertised or offered by a third party. Paydough has no control of or liability for, any goods or services that are paid for using the Services.

Your Representations & Warranties

By accepting these Paydough General Terms, you represent and warrant that:

You have the authority to execute and perform the obligations required by these Paydough General Terms;
If you are using the Services on behalf of a business, you agree that you are accepting these Paydough General Terms (including any Additional Terms as applicable) and have authority to enter into these Paydough General Terms, on behalf of that business.
You will comply with all law applicable to your business and use of the Services;
Your employees, directors, contractors and agents will at all times act consistently with these Paydough General Terms;
You will fulfil all of your obligations to Customers and resolve any dispute or complaint directly with the Customer;
Any information you provide us about your business, products, or services is accurate and complete; and
You will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.

Limitation of Liability

Nothing in these Paydough General Terms excludes or limits any party’s liability for: (a) death or personal injury caused by its negligence; (b) fraudulent misrepresentation or for any other fraudulent act or omission; or (c) any other liability which may not lawfully be excluded or limited, even if any other term of these Paydough General Terms would otherwise suggest that this might be the case.

In no event will Paydough be liable to you (whether in contract, tort (including negligence), breach of statutory duty, or otherwise), for any: (a) loss of profit; (b) loss of sales, turnover, revenue or business; (c) loss of customers or contracts; (d) loss of or damage to reputation or goodwill; (e) loss of opportunity; (f) loss of anticipated savings; (g) loss of any software or Data; (h) loss of use of hardware, software or Data; (i) loss or waste of management or other staff time; or (j) indirect, consequential or special loss; arising out of or relating to these Paydough General Terms, whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility (and, for the purposes of this paragraph, the term “loss” includes a partial loss or reduction in value as well as a complete or total loss). However, users should be aware that some limitations or exclusions of liability may not apply if prohibited by applicable law. In such cases, the limitations or exclusions will apply to the maximum extent permitted by law.

Under no circumstances will Paydough be responsible to you for any damage, loss, or injury resulting from hacking, tampering, or other unauthorised access or use of the Services or your Paydough Account, or the information contained therein to the maximum extent permitted by Applicable Law. Paydough, its processors, suppliers and licensors (or any of their respective affiliates, agents, directors or employees) assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of the Services; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; (c) any unauthorised access to or use of our secure servers and/or any and all personal information stored therein; (d) any interruption or cessation of transmission to or from the Services; (e) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Services by any third party; (f) any errors or omissions in any content or Data or for any loss or damage incurred as a result of the use of any content or Data posted, emailed, transmitted, or otherwise made available through the Services; and/or (vii) interruptions to or cessation of the Services.

Subject to the provisions set out above and to the extent a liability event occurs, you acknowledge and accept that your sole recourse due to a liability event, will be limited to the Paydough Company providing you with a Service as specified in the relevant Additional Terms, irrespective of whether components of the relevant Service are supported, powered or provided by, a separate Paydough Company

Except to the extent prohibited by Applicable Law, you agree to limit any additional liability whether in contract, tort (including negligence), under statute or otherwise not disclaimed or denied by Paydough under these Paydough General Terms to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount paid by you to us for the Services in the six (6) months preceding the liability event.

Where our Services are provided at no charge, in no event shall our aggregate liability, or any of our processors, suppliers or licensors (or anything of their respective affiliates, agents, directors or employees), arising in connection with these Paydough General Terms or any Additional Terms exceed £500 (GBP).

Indemnification

You agree to indemnify, defend, and hold Paydough harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Paydough General Terms, including without limitation any violation of our policies; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) any User Content posted by you; (e) your violation of any Applicable Law; or (f) any other party’s access and/or use of Services with your unique name, password or other appropriate security code.

Assignment

These Paydough General Terms, any Additional Terms, and/or any related rights and obligations may not be transferred or assigned by you without our prior written consent, but may be transferred and assigned by us without your consent or other restrictions.

Entire agreement

These Paydough General Terms and any applicable Additional Terms constitute the entire agreement between you and us with respect to your access to and use of the Services and they supersede and extinguish any and all prior agreements between you and us concerning your access to and use of the Services.

Severability

If any provision of these Paydough General Terms is invalid or unenforceable under Applicable Law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law and the remaining provisions will continue in full force and effect.

Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of these Paydough General Terms and any applicable Additional Terms will survive and remain in effect in accordance with its respective terms upon the termination of these Paydough General Terms and any applicable Additional Terms.

No waiver

Our failure to exercise or enforce any provision of or rights under these Paydough General Terms shall not constitute a waiver of any such provision or right.

Force Majeure

Neither you nor us will be liable for any non-performance caused by telecommunications, utility, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation with respect to Fees owed to us under the terms of these Paydough General Terms or any applicable Additional Terms.

Language

By agreeing to these Paydough General Terms, you acknowledge and agree that these Paydough General Terms and any applicable Additional Terms, as well as any associated documents, shall be in English.

Disputes

Complaints

If you are dissatisfied with our service, you may make a complaint to us by contacting us. We can provide a copy of our complaints handling procedure on request.

These Paydough General Terms and any Additional Terms (unless otherwise stated in any Additional Terms) shall be governed by and construed under and in accordance with English law. If your dispute relates specifically to Payment Services, please review the dispute resolution procedures outlined in the Payments Service Terms, which are designed to address issues such as transaction disputes, chargebacks, and settlements.

Jurisdiction

Unless agreed otherwise and to the extent permissible by Applicable Law, disputes arising out of or in connection with these Paydough General Terms, any Additional Terms, or their subject matter or formation, shall be settled by English courts. Despite the above, we reserve the right to bring any claims (including injunctive relief) against you in the jurisdiction where you are located, or any other appropriate jurisdiction. For the avoidance of doubt, injunctive relief shall include but is not limited to: (i) attachment, (ii) preliminary injunction, or (iii) similar remedies.

Resolution

Before referring a dispute to court, you agree first to work with us to resolve the matter by way of good faith negotiations.