Table of contents
Please read these terms and conditions carefully
By clicking “accept” you confirm that you are aged 18 years or over, and agree to be bound by these terms and conditions (“Agreement”). If you are aged below 18, or do not agree to be bound by this Agreement, click “decline” or delete the KodyPay App (“App”).
Who we are
The App and the KodyPay payment processing platform (“Platform”) are owned and operated by KodyPay Ltd (company number 11532575) with registered office at Unit 42, 24-48 St Leonard Road, Windsor, Berkshire, England, SL4 3BB (“we”, “us” and “our”).
About this agreement
Part A sets out the end user licence agreement (EULA) for your use of the App.
Part B governs how the services are offered via the App and/or the Platform.
Part C sets out the general terms of the legal relationship between you and us.
1. The App
1.2 You may download, install and use the App on any mobile device running iOS (version 11.0 or above) or Android (version 7.0 or above) operating system with a minimum of 100 megabytes of memory (plus additional memory for cache). Rooted or jailbroken devices are not included.
1.3 We will from time to time make available App updates to improve performance, fix bugs or errors, enhance functionality, reflect changes to the operating system or address security issues. We recommend that you install these updates, and in the case of major updates, the App and/or services may not function unless you install these major updates.
1.4 In consideration for you agreeing to comply with this Agreement, we grant you a non-transferable, non-exclusive licence to use the App on your mobile device subject to this agreement. We reserve all other rights.
2. Our responsibilities to you
2.2 We may improve or change the App user experience, but we cannot guarantee the App or the services will meet your expectations, nor the quality of the App or services, including fitness for any particular purpose.
2.3 We will use reasonable endeavours to make the App and the services available, but we cannot guarantee the App and the services will always be available, error-free or uninterrupted since this depends on a number of factors outside of our control, and there may be periods of downtime for maintenance and upgrade work from time to time.
2.4 We recommend that you maintain a stable internet connection in order for the App and services to function, but we will not be responsible or liable for any delays, failures, or any other loss or damage resulting from the transfer of data over the internet. As we do not control the security of the internet or other networks you use to access the App and services, we are not responsible for the security of information that you choose to communicate with us while it is being transmitted or for any data lost during transmission. You are solely responsible for obtaining and maintaining the security of your mobile device and other equipment that you use to access the App and services, and for paying for such mobile device, equipment and any telecommunications charges.
2.5 We will use reasonable endeavours to make available security protocols to protect the App, but we cannot guarantee the App will be free from viruses or vulnerabilities, nor will we correct any errors or deficiencies.
2.6 We will use reasonable endeavours, where reasonably practicable and lawfully permitted, to give you advance notice if we need to suspend or withdraw your access to the App if we believe there is any threat to the functionality, security, integrity or availability of the App.
2.7 We may make available third party content from where you will be able to purchase products and services directly from third parties, but we will not be responsible or liable for any third party content nor any transaction between you and any third party. We recommend you refer to the terms and conditions (including the privacy policies) of those third parties.
2.8 We may need to make changes to the App and services as a result of any change or unavailability of third party content or any third party product or service provider. We will not be liable to you if we need to make changes to or cease making available any third party content.
3. Your responsibilities to us
3.1 You must not use the App in any unlawful manner, for any unlawful purpose, or in any manner contrary to this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, or any operating system.
3.2 You must not infringe our intellectual property rights or those of any third party (except to the extent your use of the App is expressly permitted by this Agreement).
3.3 You must not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App.
3.4 You must not use the App in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users.
3.5 You must not collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from the servers running any service.
3.6 You must not rent, lease, sub-license, loan, provide, or otherwise make available, the App in any form, in whole or in part, to any person.
3.7 You must not copy the App, except as part of the normal use of the App or where it is reasonably necessary for a backup purpose.
3.8 You must not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, nor permit the App or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the App on mobiles devices permitted by this Agreement.
3.9 You must not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App nor attempt to do any such things.
3.10 If you choose, or you are provided with, a user login, password or any other piece of information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any third party. We may disable any user login or password, whether chosen by you or allocated by us, at any time, if we believe you have failed to comply with any provision of this Agreement.
3.11 If you know or suspect that anyone other than you knows your user login or password, you must promptly notify us and change your account password.
3.12 If you install the App on any mobile device not owned by you, you must have the owner’s permission to do so. You will still be responsible for complying with this Agreement, whether or not you own the mobile device on which the App is installed.
4. Your KodyPay account
4.1 In order to use the App, you must register a KodyPay account with us via the App, and be an individual of at least 18 years of age residing in the United Kingdom. You must not already hold an account with us and (except where we expressly grant permission otherwise), and you must not have previously held an account with us. If duplicate accounts are detected, we may close or merge these duplicate accounts at our sole discretion.
4.2 All information you provide to us must be complete, accurate and truthful at all times. You must update this information whenever it changes. We will not be responsible for any financial loss arising from your failure to do so. We may ask you at any time to confirm the accuracy of your information and provide additional supporting documents.
4.3 You may only use your KodyPay account for your own personal use and only for lawful purposes. You may not use your KodyPay account for any lottery or gambling activities, fraudulent or other illegal activities, or to impersonate another person or in a manner harmful to us, Participating Merchants (as defined below), other users or customers, or any other third party.
4.4 You may deactivate your KodyPay account and end this Agreement at any time by contacting us. You must not deactivate your KodyPay account to avoid an investigation. You will continue to be responsible for all obligations related to your KodyPay account even after it is deactivated.
5.1 The App offers services for you to make purchases from a merchant on-boarded by us (“Participating Merchant”). You must only use the services to transact on your own account and not on behalf of any other person.
5.2 You can use the App to add, delete or edit payment methods such as a debit card, credit card, a UK bank account or mobile payment platforms/services such as Alipay. In order to make purchases, you will need to keep your payment method information current (e.g. card number and expiry date).
5.3 To make a purchase from a Participating Merchant using the App, you will need to use the App either to scan a Participating Merchant’s assigned QR code, or search for the Participating Merchant via the App. From here you may select goods to order from the Participating Merchant, and select a payment method to pay. You may alternatively make a purchase via showing your digital “card”’s QR code to a Participating Merchant. Based on this code, they will issue a payment request for you to review and accept. From KodyPay’s checkout screen, by tapping the “Pay” button at the bottom of the screen, you will be deemed to have authorised the transaction.
5.4 If you do not have the App, you can also make a purchase from a Participating Merchant using the Platform. To do this you must scan the QR code presented to you by the Participating Merchant which will take you to the Participating Merchant’s menu webpage where you select the items you wish to purchase. Once selected, you will be directed to the checkout page where you pay for the items using express checkout.
5.5 Certain Participating Merchants use KodyPay’s marketplace service, whereby KodyPay makes the purchase from the Participating Merchant before reselling on to you, meaning KodyPay is a reseller (“Reseller”) of the Participating Merchant’s products. As the Reseller, KodyPay is liable to you for the products sold to you, but KodyPay has appointed the Participating Merchant as its agent to fulfil any obligations KodyPay has to you for those products, including: (i) providing you with the products on KodyPay’s behalf; (ii) dealing with exchanges and returns and, if applicable, any refunds you may be entitled to with respect to the products; (iii) dealing with any queries or complaints you may have regarding the products or the Participating Merchant.
5.6 Although the Participating Merchant is acting on KodyPay’s behalf when it uses KodyPay’s marketplace service, if the Participating Merchant is not able to fulfil the contract for the purchase of products and/or deal with any queries or complaints you may have about the purchase, you have the right to contact KodyPay by emailing us at email@example.com.
5.7 We may, in our discretion, review the transactions you make, and impose limits on the amount or the number of transactions you can make.
5.8 The payment services that support the App and the Platform are provided by third parties using an application programming interface or embedded hosted forms that integrate with a third party payment gateway, a third party acquiring bank, a third party payment service/wallet such as AliPay or a third party payment service provider. Payments for goods at Participating Merchants are processed by these third parties, and not by us. Our role is limited to just being a technical service provider and (in the case of the marketplace service provided to the relevant Participating Merchants) a Reseller, and we are not authorised by or registered with (nor are we required to be authorised by or registered with) the Financial Conduct Authority.
5.9 KodyPay must meet its obligations under its agreements with third party payment partners including but not limited to restricting purchase of certain categories of goods where such a restriction is placed on us.
5.10 It is your responsibility to ensure the details of the Payment Method used to make a purchase using the App or via the Platform are up to date and there are enough funds available to make the payment. If a Payment Method is declined then the transaction will not proceed.
6. Transactions made in error
6.1 If you believe you have made a transaction error, please contact us as soon as possible via the App or email to firstname.lastname@example.org.
6.2 If you believe someone else has made a transaction using your KodyPay account without your permission (for example after we have confirmed that your account has been locked), then we will work with the relevant Participating Merchant to discover who authorised the transaction. If we can establish that the transaction was not made by you, you will not be charged for the transaction.
7.1 When you register a KodyPay account with us, you will be asked to provide your email address and create a password. Any password you create (including when you update your password from time to time) must be a "strong" one, comprising a combination of at least eight characters, made up of letters, numbers, and symbols. Additionally, the password must not be easily guessed (such as, for example, your date of birth). You must keep your customer details secure and confidential at all times. You must not disclose your password to anyone else. You should not write down your email address and password together in the same place and you must take care that nobody sees (or overhears) you when entering your details into the App.
7.2 If you forget your password, you can click the ‘forgot password’ link on the login page where you will be guided through the steps for replacing your password.
7.3 If your correct login details are used to access your KodyPay account, we will assume that you are the person accessing it and you will be responsible for such use (including any transactions). You must notify us immediately by emailing email@example.com or the live chat on kodypay.com upon discovering or suspecting that your login details or the mobile device on which you downloaded the App have been lost or stolen or that anyone else has learned your login details or that there has been any unauthorised use of your KodyPay account. Until you do, your Account will not be secure. Upon contacting us, we will lock your KodyPay account to prevent anyone else from using it. We will then work with you to update your password and unlock your KodyPay account.
7.4 If you think a payment has been made fraudulently or without your consent using the App or via the Platform then you must also contact the provider of the Payment Method immediately, as they should be able to assist with respect to the transaction(s) and assess whether you may be entitled to any form of reimbursement. We will provide you with any assistance we can with respect to any unauthorised use of your KodyPay account but we have no responsibility or liability of any kind to you with respect to any transactions made using the App or via the Platform (whether fraudulent, not authorised by you, incorrectly executed or otherwise).
8. Suspension, cancellation, and change to functionality
8.1 Approval of your KodyPay account is solely within our discretion, and we reserve the right to decline any application for a KodyPay account, for any reason.
8.2 We may suspend, cancel or amend your KodyPay account for any reason without prior warning. If we suspend, cancel or amend your KodyPay account we will send you an email setting out the actions we have taken and the reasons why.
8.3 We may suspend, cancel or amend the services from time to time without prior warning. If we suspend, cancel or amend the services we will send you an email notifying you of the changes to the services.
Sometimes we will offer rewards for things like inviting friends to join the App or for promotional purposes. We can withdraw or change these offers any time, without letting you know in advance. You may be entitled to financial rewards once per action (for example you’ll only get a sign-up bonus once, or once per friend you invite). You will be provided with any terms and conditions relating to such rewards at the time they are offered by us. You might have to pay income tax on the money you get as part of these rewards. Contact HMRC if you are unsure.
10. Charges outside KodyPay's control
If you have to pay third party costs, taxes or charges in relation to your KodyPay account, such charges are outside of KodyPay’s control and not charged by us.
11. Financial services compensation schedule
As we are only a technical service provider (and, in the case of the marketplace service provided to relevant Participating Merchants, a Reseller) and not regulated by the Financial Conduct Authority, the Financial Services Compensation Scheme (FSCS) is not applicable. For more information regarding the FSCS, please visit fscs.org.uk.
12. Overseas usage
You may be able to log into the App while overseas to view and edit your KodyPay account information. However, transactions can only be made physically in Participating Merchants’ premises located in the UK.
13. Collection and use of information about you, your device and your preferences
13.1 By using the App and the services, you agree to us collecting and using technical information about the mobile devices on which you use the App and related software, hardware and peripherals to improve our products and to provide services to you.
13.2.1 create anonymised and/or aggregated data, information, statistics, analyses or reports ("Derived Data"); and
13.2.2 use such Derived Data for our legitimate business purposes from time to time (including to disclose, distribute, sell or license Derived Data to our trusted third party partners and commercial customers from time to time).
14. Intellectual property rights
All intellectual property rights in the App, the Platform and the services throughout the world belong to us (or our licensors) and the rights in the App and the services are (if applicable) licensed (not sold) to you in accordance with this Agreement and you are granted such licence until the Agreement is terminated by either Party in accordance with this Agreement. You have no intellectual property rights in the App, the Platform or the services other than the right to use them in accordance with this Agreement.
15. Changes to this Agreement
15.1 We may amend this Agreement from time to time, and, if you use the App and have a KodyPay account, will aim to give you at least 30 days' notice of any change to this Agreement by, where appropriate, notifying you by push notification to your device, SMS, email or when you next start the App. However there may be some circumstances where we are unable to give you 30 days' notice of a change, in which case we will give you as much notice as possible.
15.2 There may be occasions where we need to make emergency changes to this Agreement. If we need to make emergency changes and if you use the App and have a KodyPay account we will provide you with notice of any changes we have made as soon as possible.
15.3 If you do not agree to the amendments made to this Agreement, you must notify us within 30 days of receiving notice of any change to this Agreement. Following receipt of such notification, you will not be permitted to continue to use the App.
16. Our responsibility for loss or damage suffered by you
16.1 If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious or natural that it would occur following our breach.
16.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
16.3 Subject to Clause 16.2, and except to the extent we cannot limit our liability under the Consumer Rights Act 2005 and the Consumer Protection from Unfair Trading Regulations 2008/1277, the total aggregate liability of KodyPay under or in connection with this Agreement, for all claims and losses, damages, liabilities, fines, penalties and any expenses whether arising in or for breach of contract, tort, breach of statutory duty or otherwise, shall not exceed £500 (five hundred pounds).
16.4 We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App or the services.
16.5 The App and the services have not been developed to meet your individual requirements. Please check that the facilities and functions of the App and the services meet your requirements.
16.6 With the exception of Participating Merchants, the App and the services are provided for personal use only. They do not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the App or the services. Although we make reasonable efforts to update the information provided by the App and the services, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
16.7 If our provision of the services or support for the App or the services is delayed by an event outside our reasonable control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. We will not be liable for delays caused by the event but if there is a risk of substantial delay you may contact us to end your Agreement with us.
17. Termination for breach of this Agreement
17.1 We may end your rights to use the App and services at any time by contacting you if you have breached this Agreement in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.
17.2 If we end your rights to use the App and services:
17.2.1 you must stop all activities authorised by this Agreement, including your use of the App and services;
17.2.2 you must delete or remove the App from all mobile devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this; and/or
17.2.3 we may remotely access your devices and remove the App from them and cease providing you with access to the services.
18.1 We may transfer our rights and obligations under this Agreement to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement.
18.2 You may only transfer your rights or your obligations under this Agreement to another person if we agree in writing.
18.3 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
18.4 Each of the clauses of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
18.5 Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breaching this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
18.6 This Agreement is governed by English law and you and us can bring legal proceedings in respect of the App and the services in the English courts.