ZYMPAY ADVANTAGE service

TERMS AND CONDITIONS

You have entered into a contractual agreement with Your Contract Provider and have agreed to pay for the goods and or services supplied under that contract by periodical payments. We have agreed with Your Contract Provider to collect those periodical payments using the ZymPay Advantage Service. By agreeing to these terms and conditions You agree to Us collecting Your periodic payments in full and on time and passing the same onto Your Contract Provider. If You pay on time and in full You will pay no more by using the ZymPay Advantage service than you have agreed with Your Contract Provider.

Please read these terms and conditions carefully. These terms and conditions explain Your rights and responsibilities to Us and Our rights and Responsibilities to You in respect to the use of the ZymPay Advantage service.We may alter or amend these terms and conditions from time to time Continued use of the Service by You will denote acceptance by You of such altered or amended terms and conditions.

All terms & conditions and the language of any contracts forwarded will be in the English Language.

1. DEFINITIONS

In these terms and conditions the following expressions have the following meanings:

1.1. "ZymPayAdvantage" & "ZymPay" means ZymPay Limited and its subsidiaries.

1.2. "Authorised person" means any person authorised by You to provide Instructions to Us.

1.3. "Advantage", "Us", "Our" or "We" means ZymPay.

1.4. "Business Day" means any day (other than a Saturday or a Sunday or a Statutory Bank Holiday) on which UK clearing banks are open for a full range of merchant and banking transactions.

1.5. "Customer", "You" or "Your" means You, the individual, sole trader, partnership or limited liability company named on the partner /corporate/online registration form for the Service and includes any Authorised person.

1.6 “Contract Provider” means the company you have entered into a contract for the provisions to you of goods and services to be paid for by you by monthly periodically payments.

1.7. "Instruction" means using the Service to:

1.7.1. Obtain information relating to transactions requested by You through use of the Service during the preceding 12 months; the ZymPay Advantage service will allow You secure portal access to be able to review current and past transactions You may have conducted with Your product/service provider. This secure access is provided for information only and to inform Us of any changes You may wish to make to Your account information. Such changes are subject to security validation. For this You will be required to register both an email account and mobile number.

1.7.2 in the event that You wish to make changes to Your user name, password, card information or any other personal information You have provided to ZymPay, You agree to be allow Us to send You an One Time Passcode (OTP) to Your registered mobile to enable You to complete the security validation of changes You make to Your account details.This OTP is one security feature that enables us to establish with sufficient certainty, that the information is amended by You, the registered user of the service.

1.7.3. Instruct Us to action debit or credit card payments in accordance with the online payment instructions; This will include both recurring payments based on the product or service You have purchased from the relevant provider or a spot debit or credit card payment as relevant

1.7.4. Use any other facilities, which We may from time to time incorporate into the ZymPay Advantage service.

1.8. "Security Information" means

1.8.1. The initial password which You will Use as provided for in Clause 4.2.1; and

1.8.2. The User ID; and

1.8.3. The User password which Youwill Use as provided for in Clause 4.2.1; and

1.8.4. Any other security processes notified to You by Us from time to time

1.9. "Service" means the Service, known as "ZymPay Advantage”, offered by ZymPay to customers to enable customers to carry out Instructions via a computer connected to the ZymPay server via the internet. This may include use of Mobile Internet services on a mobile phone- “ZymPay App”

1.10. "Terms" means these terms and conditions as amended from time to time in accordance with these terms and conditions.

2. INTRODUCTION: IT IS AGREED AS FOLLOWS:

2.1 The only parties to this agreement are You and ZymPay. Nothing in this agreement is intended to or does alter amend or otherwise affect the contractual terms and conditions You have agreed with Your Contract Provider save as to the method of collection of Your agreed periodical payments.

2.2 You have agreed with Your Contract Provider that so long as You make Your periodical payments in full and on time to Us using the ZymPay service for the duration of that contract that is a complete discharge of Your payment obligations.

2.3 If you have set up your standing order or direct debit through Us via the ZymPay website you must return a signed original form to us before collection can commence. You must give Us seven (7) days written notice if you intend to cancel your direct debit or standing order instruction. Failure to do so may result in Us or your bank having insufficient time to cancel your instruction and money may be taken from your account. The terms of the Direct Debit Guarantee are set out at the end of these terms and conditions.

2.4 If ZymPay is unable to collect Your payment by Standing Order on Your debit card or via Direct Debit on the preferred date for reasons outside our control (e.g. because You have changed Your bank or payment instructions) You may pay by debit or credit card and in which event You agree that we will apply a surcharge on any amount due if you pay using a UK issued credit card or a credit card issued in any other country. These surcharges are clearly displayed on the payment page.

2.5 In the event that You fail to send us a signed original standing order or direct debit mandate or cancel the same and fail to make a spot payment for any amount outstanding we will not be able to collect Your periodical payment or make payment to Your contract provider and Your recurringpayment plan with Us will be suspended until You settle the outstanding arrears with your Contract provider.

2.6 If You have purchased a product or service in a foreign currency other than GBP (British Pounds Sterling) the following applies: depending on the product/service purchased You will have selected a preferred date on which Your debit card or bank account will be charged and debited with the payment required. ZymPay will apply an exchange rate applicable for that day to translate the foreign currency value to be collected in GBP. ZymPay reserves the right to determine the rate of exchange it will apply to translate the relevant foreign currency amount to GBP. This GBP value will be the amount that ZymPay will be authorized to collect from You.

2.7 You accept this method of ZymPay collecting any value due to the service provider based on Your contract with such provider at all times.

2.8 ZymPay will provide email receipts of all such payments taken from Your debit or credit card or bank account at all times, which will clearly highlight the foreign currency value being collected together with the GBP equivalent and exchange rate applied to collect the service value. Additionally, You will have access to the ZymPay Advantage portal and the relevant history and transaction receipt(s) will be available for Your review and access at all times.

2.9 Any discrepancies errors and or mistakes must be notified to Us within one month of the same appearing on the ZymPay Advantage portal. Any notification of discrepancies errors and/or mistakes after that time will only be rectified at our absolute discretion.

3. PROVISION OF THE SERVICE BY ZYMPAY

3.1. You are responsible for obtaining and maintaining in full operational mode and virus and or malware free Your own compatible computer system/mobile phone, being all such equipment, software and communications lines (including any public communications lines) required by You to properly access the Service ("Your Equipment"). ZymPay has no responsibility for or liability with respect to Your Equipment. ZymPay will notify You of the minimum specification of computer system required to enable You to access and use the Service.

3.2. You are responsible for all telecommunications and similar charges incurred by You in gaining access to and using the Service.

3.3. While we shall use all reasonable and proper endeavours to do so we cannot guarantee continuous interruption free provision of the Service for reasons or matters beyond our control.

3.4. We will not be responsible to You if changes to the Service or to any of Our facilities, operations, procedures or products: (i) render Your Equipment obsolete; (ii) require modification or alteration to Your Equipment; or (iii) otherwise affect performance of Your Equipment.

3.5. We reserve the right to control, direct and establish technical procedures for the Use of the Service and You agree to follow the reasonable instructions and procedures of ZymPay with respect to the use of the Service as notified to You from time to time. ZymPay also reserves the right to make operational changes to the Service and will notify You of any such changes.

3.6. We may alter the facilities available under the Service at any time. We will notify You of significant changes to the Service.

3.7. It is your responsibility to ensure that any information supplied by you for the use of any service supplied Us either now or in the future is full accurate and complete. We are not responsible for (but You will be responsible for) the accuracy of the information transmitted by You and We shall not be liable for any loss incurred or damage suffered by You due to any such information not being accurate or complete. You will hold Us harmless against any claims by you or any third party for the breach by You of this clause.

3.8. If You want to change amend or add to any information You have provided to Us for the purposes of using this Service you agree that We can send you a One Time Passcode ("OTP") to the registered mobile phone to enable you to do this. You will then need to follow the instructions on the website to update your information.

3.9. You are solely responsible for ‘virus checking’ and ‘malware checking’ all information sent to You by Us. We shall not be liable for any corrupt information sent to You, by Us.

3.10. The Service is provided subject to the condition that there will be no abuse or fraudulent use by You or an Authorized user of the Service. Abuse and fraudulent use of the Service shall include (without limitation): (i) attempting to, or actually obtaining, accessing, altering, de-compiling, reverse engineering or destroying the data files, programs, procedures and/or information of ZymPayor of another customer of ZymPay; (ii) assisting another to perform the acts prohibited in (i) above; (iii) using the Service in such a manner as to interfere unreasonably with the use of the Service by any other customer of ZymPay.

3.11 None of ZymPay staff or other personnel including service partners have the authority to agree orally to vary these Terms. We may at our discretion change these Terms. Unless notified by You in writing to Us that You do not accept the new Terms, continued use of the ZymPay Service shall denote acceptance thereafter of the new Terms.

4. SECURITY INFORMATION

4.1. You must keep Your Security Information secret. You must take all reasonable precautions to prevent its unauthorized or fraudulent Use. This includes, but is not limited to:

4.2.1. Choosing Your Initial Password when You first access the Service (then known as the User Password);

4.2.2. Never recording Your Security Information down in any form;

4.2.3. Never telling anyone else Your Security Information, including ur own staff;

4.2.4. Notifying Us immediately if You know or even suspect that someone else knows Your Security Information.

4.3. Whilst We will check that Instructions are given with the correct Security Information, We shall not be obliged to take any further steps to check the Instructions have been given by You or an Authorized User.

5. USE OF THE SERVICE

5.1. We may act on any Instructions given using the Security Information. We are not liable for any action taken, or loss resulting from the receipt of such Instructions given by any unauthorized person using the Security Information.

5.2. The final decision as to whether payment is made in accordance with Your Instructions rests with Your debit or credit card issuer or bank and We shall not be responsible for the decision of Your debit or credit card issuer or bank not to make any payment requested by You.

5.3. If You use a payment method other than by You own debit card or direct debit account, for example by means of a third party debit card or direct debit payment,You warrant and confirm that you have that third party’s permission to use that payment method and You will hold ZymPay harmless against all and any claims that may be made by any third party for any improper use by You.

5.4. You undertake to co-operate fully with Us in any investigation we may wish to carry out in relation to the use of the Service.

5.5. We shall not be required to carry out Instructions in any particular order.

5.6. We may send You electronic messages from time to time. You should check each time that You log-on to Your computer system whether any such messages have been received. You agree to allow Us to contact You by email and/or mobile phone to validate Your registered service or payment instructions to Us including collection of any unpaid services on behalf of the relevant Service Provider as necessary in the ordinary course of business.

5.7. The Customer undertakes for itself and for any other party using its access to the Service: (i) not to create and/or introduce into the Service any destructive or contaminating program or advise any other party how to do so; (ii) to use an up-to-date virus-scanning program on all material downloaded from the Service; (iii) not to invade the privacy of other users of the Service.

5.8. You must notify Us immediately if You become aware of any error or any suspected error in the Service or in any transaction resulting from using it. You should check Your statements of account carefully.

5.9. You shall only use the Service for lawful purposes and shall not use the Service to send material that is offensive, obscene, in breach of confidence, defamatory, or in breach of any intellectual property rights.

6. YOUR LIABILITY

6.1. You will be liable to Us without limit if we can show You have acted fraudulently or with negligence or in breach of these Terms.

6.2. The Customer undertakes fully and effectively to indemnify and keep indemnified at all times ZymPay against all actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by ZymPay directly or indirectly in respect of: (i) access to and/or use of the Service by the Customer or by Authorized users; (ii) any information, data or material produced, transmitted or downloaded by the Customer or Authorized Users; (iii) any breach by the Customer or by Authorized Users of any of these Terms or of any law, code or regulation.

7. OUR LIABILITY

7.1. We will not be liable to You for any loss You suffer as a result of Us acting on an Instruction as mentioned in Clause 5.1, except insofar as We are negligent.

7.2. We are not responsible for any misuse of the Service by You or anyone else, nor for any disclosure of confidential information by Us where You have failed to take reasonable precautions to maintain the Security Information as detailed in Clause 4 above.

7.3. We will not be liable to You for any loss You suffer due to any circumstances beyond our control which lead to the Service being wholly or partly unavailable for such reasons as, but not limited to, a technical break-down, industrial dispute, communications or power failure. In all such circumstances We will expect You to prevent or reduce Your loss by telephoning Us or sending Us a facsimile message to affect, withdraw or continue the transaction.

7.4. Nothing in this Agreement shall exclude Our liability for death or personal injury caused by Our negligence.

7.5. We accept no liability to You for any indirect loss or damage (however arising), nor for any loss of profits, loss of sales, loss of turnover, loss of bargain, loss of opportunity, loss of computer equipment, software or data or loss of time.

7.6. If We incur any liability to You such liability will in all cases be limited to an amount equal to the value of the relevant payment requested by You in Your Instructions.

8. TERMINATION OF THE SERVICE

8.1. We may terminate, suspend or withdraw the use of the Service at any time. Except where security requires it or in circumstances beyond our control, or in the event of fraud or Your breach of these terms (when we will give You such notice as soon as reasonable practical) we will give You at least 30 days prior notice to terminate. If we terminate the use of the Service for any reason we will notify Your Contract Provider accordingly.

8.2. Any Security Information or documentation relating to the Service and used by You remains Our property, and upon termination of the Service, for whatever reason, shall be returned to Us and/or destroyed, as instructed by Us at that time. Such material shall not be copied, transcribed or used for any purpose other than as specifically authorized in the Terms.

8.3. The following provisions shall survive the termination of this Agreement: 5.4, 5.7, 6.1, 6.2, 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 8.3, 8.4, 9.1, 10.2 and 13.1.

8.4. Termination of the Service will not affect any rights or liabilities of either of Us that have already accrued.

9. DECLARATION

9.1. Data Protection Act 1998keeping You informed. The information provided by You will be shared with other companies in the ZymPay Group. You consent to Us telling You about products or services or invite You to take part in offers of Ours and Our business partners that We think may benefit You. We may do this by post, by telephone (including by way of automatic dialing), by fax, by e-mail, by SMS text message or via Our web site. If You do not wish to receive this information, please tick the box but remember that this shall preclude You from receiving any of Our special offers or promotions. We shall, of course, continue to inform You about any important changes to the Terms under which Your account/service is operated.

9.2. You understand that You can request in writing, by telephone, by fax and/ or e-mail not to receive any details of ZymPay products and services, Communications should be addressed to The Manager, Customer Services, ZymPay Limited, 145-157 St Johns Street, London, EC1V 4PY

10. INTERPRETATION

10.1. The headings to the clauses of these Terms are for ease of reference only and shall not affect the interpretation or construction of these Terms.

10.2. If any provision of these Terms shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or enforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect to the fullest extent permitted by law. You agree to substitute for any invalid or unenforceable provision a valid or enforceable provision, which achieves to the greatest extent possible the economic, legal and commercial objective of the invalid or unenforceable provision.

10.3. No delay, neglect or forbearance by either party in enforcing any of the Terms shall be taken as a waiver or otherwise prejudice the rights under these Terms.

11. NOTICES

11.1. All notices shall be sent by first class post to the address last notified to either party and shall be deemed to be received 24 hours after the date of posting.

12. TELEPHONE MONITORING

12.1. Any telephone calls made between You and Us may be recorded or monitored for training and security purposes.

13. LAW

13.1. This Agreement shall be governed by and construed in accordance with English Law and the parties agree to submit to the non-exclusive jurisdiction of the English Courts.

14. KEEP SAFE

14.1 Please print these Terms & conditions and keep for Your own records.

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